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  SEPTEMBER  29,  2001.

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

       Class                                   Outstanding at October 31, 2001
       -----                                   -------------------------------
   Common  Stock,  $.01  par  value                          7,410,133  shares


<PAGE>
                        EYE CARE CENTERS OF AMERICA, INC.

                                      INDEX


                                                                          PAGE
                                                                        NUMBER
                                                                        ------

PART  I  -  FINANCIAL  INFORMATION

Item  1.  Financial  Statements

Condensed  Consolidated  Balance  Sheets  at  December  30,  2000
and  September  29,  2001  (Unaudited)                                       2

Condensed  Consolidated  Statements  of  Operations  for  the
Thirteen  Weeks  and  Thirty-Nine  Weeks  Ended  September  30,  2000
 (Unaudited)  and  September  29,  2001  (Unaudited)                         3

Condensed  Consolidated  Statements  of  Cash  Flows  for  the
Thirty-Nine  Weeks  Ended  September  30,  2000  (Unaudited)
and  September  29,  2001  (Unaudited)                                       4

Notes  to  Condensed  Consolidated  Financial  Statements                 5-11

Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition
and  Results  of  Operations                                             12-18

Item  3.  Quantitative  and  Qualitative  Disclosures About Market Risk.    18

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                18

Item  6.  Exhibits  and  Reports  on  Form  8-K                          19-20


                                        1
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                       EYE CARE CENTERS OF AMERICA, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)

                                           DECEMBER 30,    SEPTEMBER 29,
                                              2000            2001
                                          -------------   --------------
<S>                                        <C>             <C>
                                                           (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . . . .  $       3,971   $        1,434
Accounts and notes receivable, net. . .         13,479           10,562
Inventory . . . . . . . . . . . . . . .         25,690           24,920
Prepaid expenses and other. . . . . . .          3,796            2,649
Deferred income taxes.. . . . . . . . .          1,297            1,297
                                          -------------   --------------
Total current assets. . . . . . . . . .         48,233           40,862

PROPERTY & EQUIPMENT, net.. . . . . . .         73,987           65,702
INTANGIBLE ASSETS, net. . . . . . . . .        118,237          111,600
OTHER ASSETS. . . . . . . . . . . . . .          9,846            8,492
                                          -------------   --------------
Total assets. . . . . . . . . . . . . .  $     250,303   $      226,656
                                          =============   ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . .  $      20,860   $       18,596
Current maturities of long-term debt. .         13,070           13,976
Deferred revenue. . . . . . . . . . . .          6,658            7,106
Accrued payroll expense . . . . . . . .          4,527            4,724
Accrued interest. . . . . . . . . . . .          4,029            6,801
Other accrued expenses. . . . . . . . .          8,270            8,637
                                          -------------   --------------
Total current liabilities . . . . . . .         57,414           59,840
                                          -------------   --------------
DEFERRED INCOME TAXES . . . . . . . . .          1,297            1,297
LONG-TERM DEBT, less current maturities        278,306          256,285
DEFERRED RENT . . . . . . . . . . . . .          3,771            3,796
DEFERRED GAIN . . . . . . . . . . . . .          2,233            2,111
                                          -------------   --------------
Total liabilities . . . . . . . . . . .        343,021          323,329

SHAREHOLDERS' DEFICIT:
Common stock. . . . . . . . . . . . . .             74               74
Preferred stock . . . . . . . . . . . .         42,354           46,619
Additional paid-in capital .. . . . . .         49,963           45,081
Accumulated deficit . . . . . . . . . .       (185,109)        (188,447)
                                          -------------   --------------
Total shareholders' deficit . . . . . .        (92,718)         (96,673)
                                          -------------   --------------
                                         $     250,303   $      226,656
                                          =============   ==============
</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                  THIRTY-NINE WEEKS
                                                 ENDED                            ENDED
                                          ------------------                ------------------
                                  SEPTEMBER 30,    SEPTEMBER 29,    SEPTEMBER 30,    SEPTEMBER 29,
                                     2000             2001              2000              2001
                                 --------------  ---------------   ---------------  --------------
                                  (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)

NET REVENUES:
Optical sales. . . . . . . . .  $       86,627   $       85,355   $      265,840   $      258,647
Management fee . . . . . . . .             810              790            2,066            2,630
                                 --------------  ---------------   ---------------  --------------
Total net revenues . . . . . .          87,437           86,145          267,906          261,277

OPERATING COSTS AND EXPENSES:
Cost of goods sold . . . . . .          27,408           26,689           84,625           80,916
Selling, general
and administrative expenses. .          52,540           51,160          157,806          155,073
Store Closure. . . . . . . . .           3,580                -            3,580                -
Amortization of intangibles. .           3,070            2,179            6,651            6,550
                                 --------------  ---------------   ---------------  --------------
Total operating costs
and expenses . . . . . . . . .          86,598           80,028          252,662          242,539
                                 --------------  ---------------   ---------------  --------------

INCOME FROM OPERATIONS . . . .             839            6,117           15,244           18,738

INTEREST EXPENSE, NET. . . . .           7,505            7,058           21,210           21,417

INCOME TAX EXPENSE . . . . . .             133              305            1,099              659
                                 --------------  ---------------   ---------------  --------------
NET LOSS . . . . . . . . . . .  $       (6,799)  $       (1,246)  $       (7,065)  $       (3,338)
                                 ==============  ===============   ===============  ==============
</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)

                                                      THIRTY-NINE       THIRTY-NINE
                                                      WEEKS ENDED       WEEKS ENDED
                                                      SEPTEMBER 30,     SEPTEMBER 29,
                                                          2000             2001
                                                      (Unaudited)       (Unaudited)
                                                    ----------------  ---------------
<S>                                              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . .  $       (7,065)  $       (3,338)
Adjustments to reconcile net income to net
 cash  provided by operating activities:
Depreciation and amortization . . . . . . . . .          21,863           22,097
Other amortization. . . . . . . . . . . . . . .           1,210            1,369
Deferred liabilities and other. . . . . . . . .           1,227              473
Loss on disposition of property and equipment .              51              320
Increase in operating assets and liabilities. .           5,595            5,212
                                                       -----------      -----------
Net cash provided by operating activities                22,881           26,133
                                                       -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment . . . . .         (16,619)          (6,971)
Proceeds from sale of property and equipment. .              54                -
Net outflow for Vision Twenty-One
Retail Acquisition. . . . . . . . . . . . . . .             (87)               -
Payments received on notes receivable . . . . .              28                3
                                                       -----------      -----------
Net cash used for investing activities                  (16,624)          (6,968)
                                                       -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt and capital leases . . . . . .          (5,979)         (21,219)
 Proceeds from issuance of long-term debt . . .               -               66
Redemption of common stock. . . . . . . . . . .            (234)             (16)
Equity distribution . . . . . . . . . . . . . .            (345)            (533)
                                                       -----------      -----------
Net cash used for financing activities. . . . .          (6,558)         (21,702)
                                                       -----------      -----------
NET DECREASE IN CASH. . . . . . . . . . . . . .            (301)          (2,537)
CASH AND CASH EQUIVALENTS, beginning of period.           2,955            3,971
                                                       -----------      -----------
CASH AND CASH EQUIVALENTS, end of period         $        2,654   $        1,434
                                                       ===========      ===========

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.
                                        4
<PAGE>
                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO 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.  Accordingly, they do 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 thirty-nine week
periods  ended  September 29, 2001 are not necessarily indicative of the results
that  may  be  expected  for  the  fiscal  year ended December 29, 2001 ("fiscal
2001").  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 30, 2000 ("fiscal 2000").

2.  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"). The
Management  Agreement  was  amended  as  of  December  31,  2000  to  reduce the
management  fees  to  $250,000  per  year plus expenses for management and other
consulting  services  provided  to  the Company.  After a term of ten years from
April 24, 1998, the Management Agreement is automatically renewable on an annual
basis  unless  either  party  serves  notice of termination at least ninety days
prior  to the renewal date. For the thirty-nine week periods ended September 30,
2000  and  September  29,  2001,  the  Company  incurred  $375,000 and $187,500,
respectively,  related  to  the  Management  Agreement.

3.  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 will be in effect when the
differences  are  expected to reverse.  The Company currently has a net deferred
tax  asset  related  to  its  temporary  differences.  Based  upon the weight of
available  evidence allowed under the criteria set forth under FAS Statement No.
109,  including  the  lack of carryback potential, uncertainties exist as to the
future  realization of the deferred tax asset.  These uncertainties include lack
of carryback potential as the Company has incurred taxable losses in past years.
The  Company  has  established  a  full valuation allowance for its deferred tax
assets.


                                        5
<PAGE>


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

<TABLE>
<CAPTION>
                                                   THIRTY-NINE     THIRTY-NINE
                                                   WEEKS ENDED     WEEKS ENDED
                                                   SEPTEMBER 30,   SEPTEMBER 29,
                                                       2000            2001
                                                 --------------   --------------
                                                   (Unaudited)     (Unaudited)
<S>                                              <C>              <C>
Cash paid for interest. . . . . . . . . . . . .  $        14,618  $       17,026
Dividends accrued on preferred stock. . . . . .  $         3,753  $        4,265
Adjustment of goodwill to noncompete agreement.  $         5,575  $            -
Non recurring store closure expenses incurred .  $         3,580  $            -
Adjustment of VTO Retail Acquisition
 property and equipment to fair market value. .  $           668  $            -
Obligations incurred for capital lease. . . . .  $           665  $            -
</TABLE>


5.  NEW  ACCOUNTING  PRONOUNCEMENTS

     The  Company  adopted  Statement  of Financial Standards No. 133 (FAS 133),
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  and  its
amendments, Statements 137 and 138, on December 31, 2000.  FAS 133 requires that
all  derivative instruments be recorded on the balance sheet at fair value.  The
Company's  swap agreements matured on May 1, 2001 therefore the Company does not
currently  hold  any  derivative  instruments.

     In  July 2001, the Financial Standards Board ("FASB") issued SFAS No.'s 141
and 142, "Business Combinations" and "Goodwill and Other Intangibles."  FASB 141
requires all business combinations initiated after June 30, 2001 to be accounted
for using the purchase method.  Under FASB 142, goodwill is no longer subject to
amortization  over its estimated useful life.  Rather, goodwill is subject to at
least  an  annual  assessment  for  impairment applying a fair-value based test.
Additionally,  an  acquired  intangible asset should be separately recognized if
the  benefit  of  the  intangible asset is obtained through contractual or other
legal  rights,  or  if  the intangible asset can be sold, transferred, licensed,
rented, or exchanged, regardless of the acquirer's intent to do so.  The Company
will  adopt both statements on December 30, 2001 and is currently evaluating the
impact  of  these  statements.  The Company has not yet quantified the impact of
these  statements  on  the  operations of its equity investments; however, other
existing  and  embedded  goodwill  amortization  expense  was approximately $1.2
million in the third quarter and $3.9 million for the first nine months of 2001.
During  fiscal  2002,  the  Company  will  perform  the  first  of  the required
impairment tests of goodwill as of December 30, 2001, and has not yet determined
what  the  effect of these tests will be on earnings and its financial position.
Any  impairment resulting from the initial application of the statements will be
recorded  as  a  cumulative effect of accounting change as of December 30, 2001.

6.  OPTION  CANCELLATION  AGREEMENT

     On  June  15, 2001, the Company entered into Option Cancellation Agreements
(the  "Cancellation  Agreements")  with  certain  employees  and  directors (the
"Optionees")  to  cancel  all  outstanding  options which were granted under the
Company's  1998 Stock Option Plan (the "Plan") due to changes in the fair market
value  of the Company's common stock.  The Company provided all of the Optionees
with  an
                                        6
<PAGE>

option  cancellation  notice  detailing the Company's offer for the Optionees to
cancel  and terminate their respective options in exchange for the commitment of
the  Company  to  grant new options under the Plan (the "New Options"), such new
grant  to  be made no earlier than six months and a day after the effective date
of  the  cancellation  of the options and at an exercise price equal to the fair
market  value  of  the common stock as of the effective date of the grant of the
New  Options.  The  Cancellation  Agreements  provide that, in January 2002 (the
"Grant  Date"),  the Company will grant to each of the Optionees a New Option to
purchase  the  number  of  shares  of  common stock subject to the options being
terminated and cancelled, such New Option to have an exercise price equal to the
fair  market  value  of  the  common stock as of the Grant Date, as will then be
determined  by the Board of Directors in its sole discretion. The vesting period
for  the  New Options granted to employees will be 40% on the Grant Date, and an
additional  20%  will vest on each of the first, second and third anniversary of
the  Grant  Date.  The  vesting  period  for  the New Options granted to outside
directors  will be 50% vested on the Grant Date, and an additional 25% will vest
on  each of the first and second anniversary of the Grant Date. The grant of the
New  Options  is  also  subject  to  certain  employment  and  "active"  status
restrictions  listed  in  the  Cancellation  Agreements.

7.  CONDENSED  CONSOLIDATING  INFORMATION

     The  $100.0 million in principal amount of 9 1/8% Senior Subordinated Notes
due  2008  and  $50.0  million  in  principal  amount  of Floating Interest Rate
Subordinated Term Securities due 2008 (collectively, the "Notes") were issued by
the  Company  and  are  guaranteed  by  its  subsidiaries  (the  "Guarantor
Subsidiaries")  but  are  not  guaranteed  by  any  of  the  ODs.  The Guarantor
Subsidiaries  are  wholly-owned  by  the  Company  and  the guarantees are full,
unconditional,  joint  and  several.  The  following  condensed  consolidating
financial information presents the financial position, results of operations and
cash  flows  of  (i)  Eye  Care  Centers  of  America, Inc., as parent, as if it
accounted  for  its  subsidiaries  on  the  equity  method,  (ii)  the Guarantor
Subsidiaries,  and  (iii)  the  ODs.  There  were  no  transactions  between the
Guarantor  Subsidiaries  during any of the periods presented. Separate financial
statements  of the Guarantor Subsidiaries are not presented herein as management
does  not  believe  that  such  statements  would  be  material  to  investors.

                                        7
<PAGE>

<TABLE>
<CAPTION>
                                           CONSOLIDATING BALANCE SHEET
                                                 DECEMBER 30, 2000
<S>                                      <C>          <C>             <C>       <C>             <C>
                                                         Guarantor                            Consolidated
                                            Parent      Subsidiaries     ODs      Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
Cash and cash equivalents                $    2,215   $       1,187   $   569   $           -   $   3,971
Accounts and notes receivable               126,619          32,119     4,403        (149,662)     13,479
Inventory                                    14,782           9,242     1,666               -      25,690
Prepaid expenses and other                    2,284           1,466        46               -       3,796
Deferred income taxes                         1,297               -         -               -       1,297
                                         -----------  --------------  --------  --------------  ----------
Total current assets                        147,197          44,014     6,684        (149,662)     48,233

Property and equipment                       44,215          29,772         -               -      73,987
Intangibles                                  17,749         100,397        91               -     118,237
Other assets                                  8,921             925         -               -       9,846
Investment in subsidiaries                  (16,124)              -         -          16,124           -
                                         -----------  --------------  --------  --------------  ----------
Total Assets                             $  201,958   $     175,108   $ 6,775   $    (133,538)  $ 250,303
                                         ===========  ==============  ========  ==============  ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable                         $   16,114   $     145,517   $ 8,891   $    (149,662)  $  20,860
Current portion of long-term debt            12,511             559         -               -      13,070
Deferred revenue                              3,976           2,676         6               -       6,658
Accrued payroll expense                       1,754           2,769         4               -       4,527
Accrued interest                              3,542             487         -               -       4,029
Other accrued expenses                        5,906           2,159       205               -       8,270
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities                    43,803         154,167     9,106        (149,662)     57,414

Deferred income taxes                         1,297               -         -               -       1,297
Long-term debt, less current maturities     245,749          32,457       100               -     278,306
Deferred rent                                 2,533           1,238         -               -       3,771
Deferred gain                                 1,690             543         -               -       2,233
                                         -----------  --------------  --------  --------------  ----------
Total liabilities                           295,072         188,405     9,206        (149,662)    343,021
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
Common stock                                     74               -         -               -          74
Preferred stock                              42,354               -         -               -      42,354
Additional paid-in capital                   49,567           1,092      (696)              -      49,963
Accumulated deficit                        (185,109)        (14,389)   (1,735)         16,124    (185,109)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit                 (93,114)        (13,297)   (2,431)         16,124     (92,718)
                                         -----------  --------------  --------  --------------  ----------
                                         $  201,958   $     175,108   $ 6,775   $    (133,538)  $ 250,303
                                         ===========  ==============  ========  ==============  ==========
</TABLE>


<TABLE>
<CAPTION>
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
               FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2000
<S>                             <C>          <C>            <C>       <C>             <C>
                                               Guarantor                            Consolidated
                                  Parent     Subsidiaries     ODs      Eliminations    Company
                                -----------  -------------  --------  --------------  ---------
Net Revenues:
Optical sales                   $  133,638   $      89,400  $42,802   $           -   $265,840
Management fee                         569          16,229        -         (14,732)     2,066
Investment earnings in
subsidiaries                         2,748               -        -          (2,748)         -
                                -----------  -------------  --------  --------------  ---------
Total net revenues                 136,955         105,629   42,802         (17,480)   267,906

Operating costs and expenses:
Cost of goods sold                  40,804          33,743   10,078               -     84,625
Selling, general
and administrative expenses         79,783          55,014   37,741         (14,732)   157,806
Store Closure                        3,580               -        -               -      3,580
Amortization of intangibles            423           6,225        3               -      6,651
                                -----------  -------------  --------  --------------  ---------
Total operating costs and
expenses                           124,590          94,982   47,822         (14,732)   252,662
                                -----------  -------------  --------  --------------  ---------
Income (loss) from operations       12,365          10,647   (5,020)         (2,748)    15,244

Interest expense, net               19,301           1,903        6               -     21,210
Income tax expense                     129             970        -               -      1,099
                                -----------  -------------  --------  --------------  ---------
Net income (loss)               $   (7,065)  $       7,774  $(5,026)  $      (2,748)  $ (7,065)
                                ===========  =============  ========  ==============  =========
</TABLE>
                                        8
<PAGE>


<TABLE>
<CAPTION>
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                 FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 30, 2000
<S>                                  <C>       <C>             <C>       <C>             <C>
                                                  Guarantor                            Consolidated
                                      Parent    Subsidiaries     ODs      Eliminations    Company
                                     --------  --------------  --------  --------------  ---------
Net Revenues:
Optical sales                        $43,501   $      27,961   $15,165   $           -   $ 86,627
Management fee                           569           5,395         -          (5,154)       810
Investment earnings/(loss) in
subsidiaries                          (4,492)              -         -           4,492          -
                                     --------  --------------  --------  --------------  ---------
Total net revenues                    39,578          33,356    15,165            (662)    87,437

Operating costs and expenses:
Cost of goods sold                    12,825          10,335     4,248               -     27,408
Selling, general
 and administrative expenses          23,501          17,613    16,580          (5,154)    52,540
Store Closure                          3,580               -         -               -      3,580
Amortization of intangibles             (104)          3,173         1               -      3,070
                                     --------  --------------  --------  --------------  ---------
Total operating costs and expenses    39,802          31,121    20,829          (5,154)    86,598
                                     --------  --------------  --------  --------------  ---------
Income (loss) from operations           (224)          2,235    (5,664)          4,492        839
Interest expense, net                  6,367           1,136         2               -      7,505
Income tax expense (benefit)             208             (75)        -               -        133
                                     --------  --------------  --------  --------------  ---------
Net income (loss)                    $(6,799)  $       1,174   $(5,666)  $       4,492   $ (6,799)
                                     ========  ==============  ========  ==============  =========
</TABLE>


<TABLE>
<CAPTION>
                        CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                       FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2000
<S>                                     <C>        <C>             <C>       <C>             <C>
                                                      Guarantor                            Consolidated
                                         Parent     Subsidiaries     ODs      Eliminations    Company
                                        ---------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income (loss)                       $ (7,065)  $       7,774   $(5,026)  $      (2,748)  $ (7,065)
Adjustments to reconcile net income
 (loss) to netcash provided
 by operating activities:
Depreciation and amortization             10,059          11,801         3               -     21,863
Other amortization                         1,038             172         -               -      1,210
Deferred liabilities and other               310             909         8               -      1,227
Loss on disposition of
property and equipment                        51               -         -               -         51
Increase/(decrease) in operating
 assets and liabilities                   15,024         (14,832)    5,403               -      5,595
                                        ---------  --------------  --------  --------------  ---------
Net cash provided by
operating activities                      19,417           5,824       388          (2,748)    22,881
                                        ---------  --------------  --------  --------------  ---------

Cash flows from investing activities:
Acquisition of property and equipment    (11,393)         (5,226)        -               -    (16,619)
Proceeds from sale of
 property and equipment                       12              42         -               -         54
Net outflow for Vision Twenty-
One Retail Acquisition                         -             (87)        -               -        (87)
Payment received on
 notes receivable                              -              28         -               -         28
Investment in Subsidiaries                (2,748)              -         -           2,748          -
                                        ---------  --------------  --------  --------------  ---------
Net cash used in
investing activities                     (14,129)         (5,243)        -           2,748    (16,624)
                                        ---------  --------------  --------  --------------  ---------
Cash flows from financing activities:
Payments on debt and capital leases       (5,500)           (479)        -               -     (5,979)
Redemption of common stock                  (234)              -         -               -       (234)
Equity distribution                            -               -      (345)              -       (345)
                                        ---------  --------------  --------  --------------  ---------
Net cash used in financing activities     (5,734)           (479)     (345)              -     (6,558)
                                        ---------  --------------  --------  --------------  ---------
Net increase (decrease) in cash
and cash equivalents                        (446)            102        43               -       (301)
Cash and cash equivalents at
beginning of period                          862           1,656       437               -      2,955
                                        ---------  --------------  --------  --------------  ---------
Cash and cash equivalents at
end of period                           $    416   $       1,758   $   480   $           -   $  2,654
                                        =========  ==============  ========  ==============  =========
</TABLE>
                                        9
<PAGE>



<TABLE>
<CAPTION>
                     CONDENSED CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 29, 2001
<S>                                       <C>         <C>            <C>      <C>            <C>
                                                       Guarantor                           Consolidated
ASSETS                                      Parent    Subsidiaries     ODs    Eliminations    Company
                                          ----------  -------------  -------  -------------  ---------
Current assets:
Cash and cash equivalents                       151            654      629              -      1,434
Accounts and notes receivable, net          100,125         33,382    5,453       (128,398)    10,562
Inventory                                    15,838          7,201    1,881              -     24,920
Prepaid expenses and other                    1,769            820       60              -      2,649
Deferred income taxes                         1,297              -        -              -      1,297
                                          ----------  -------------  -------  -------------  ---------
Total current assets                        119,180         42,057    8,023       (128,398)    40,862

Property and equipment, net                  38,636         27,066        -              -     65,702
Intangible assets, net                       16,957         94,556       87              -    111,600
Other assets                                  7,702            790        -              -      8,492
Investment in subsidiaries                   (5,565)             -        -          5,565          -
                                          ----------  -------------  -------  -------------  ---------
Total assets                                176,910        164,469    8,110       (122,833)   226,656
                                          ==========  =============  =======  =============  =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable                             15,602        119,734   11,658       (128,398)    18,596
Current maturities of long-term debt         13,431            545        -              -     13,976
Deferred revenue                              4,001          3,131      (26)             -      7,106
Accrued payroll expense                       2,247          2,473        4              -      4,724
Accrued interest                              6,428            373        -              -      6,801
Other accrued expenses                        2,290          6,137      210              -      8,637
                                          ----------  -------------  -------  -------------  ---------
Total current liabilities                    43,999        132,393   11,846       (128,398)    59,840
Long-term debt, less current maturities     224,025         32,160      100              -    256,285
Deferred income taxes                         1,297              -        -              -      1,297
Deferred rent                                 2,501          1,295        -              -      3,796
Deferred gain                                 1,624            487        -              -      2,111
                                          ----------  -------------  -------  -------------  ---------
Total liabilities                           273,446        166,335   11,946       (128,398)   323,329
                                          ----------  -------------  -------  -------------  ---------
Shareholders' equity/(deficit):
Common stock                                     74              -        -              -         74
Preferred stock                              46,619              -        -              -     46,619
Additional paid-in capital                   45,218          1,092   (1,229)             -     45,081
Accumulated deficit                        (188,447)        (2,958)  (2,607)         5,565   (188,447)
                                          ----------  -------------  -------  -------------  ---------
Total shareholders' equity/(deficit)        (96,536)        (1,866)  (3,836)      (122,833)   (96,673)
                                          ----------  -------------  -------  -------------  ---------
                                            176,910        164,469    8,110       (122,833)   226,656
                                          ==========  =============  =======  =============  =========
</TABLE>


<TABLE>
<CAPTION>
                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001
<S>                                   <C>       <C>           <C>      <C>            <C>
                                                 Guarantor                          Consolidated
                                       Parent   Subsidiaries    ODs    Eliminations   Company
                                      --------  ------------  -------  -------------  --------
Net Revenues:
Optical sales                         128,667         84,248  45,732              -   258,647
Management fee                            800         17,215       -        (15,385)    2,630
Investment earnings in subsidiaries    10,511              -       -        (10,511)        -
                                      --------  ------------  -------  -------------  --------
Total net revenues                    139,978        101,463  45,732        (25,896)  261,277
Operating costs and expenses:
Cost of goods sold                     41,921         29,809   9,186              -    80,916
Selling, general and
 administrative expenses               81,378         51,621  37,459        (15,385)  155,073
Amortization of intangibles               792          5,755       3              -     6,550
                                      --------  ------------  -------  -------------  --------
Total operating costs and expenses    124,091         87,185  46,648        (15,385)  242,539
                                      --------  ------------  -------  -------------  --------
Income (loss) from operations          15,887         14,278    (916)       (10,511)   18,738
Interest expense, net                  18,936          2,475       6              -    21,417
Income tax expense                        289            370       -              -       659
                                      --------  ------------  -------  -------------  --------
Net income (loss)                      (3,338)        11,433    (922)       (10,511)   (3,338)
                                      ========  ============  =======  =============  ========
</TABLE>
                                       10
<PAGE>


<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 29, 2001
<S>                                   <C>      <C>           <C>      <C>            <C>
                                                Guarantor                         Consolidated
                                      Parent   Subsidiaries    ODs    Eliminations   Company
                                      -------  ------------  -------  -------------  --------
Net Revenues:
Optical sales                         42,607         27,152  15,596              -    85,355
Management fee                           272          5,687       -         (5,169)      790
Investment earnings in subsidiaries    2,859              -       -         (2,859)        -
                                      -------  ------------  -------  -------------  --------
Total net revenues                    45,738         32,839  15,596         (8,028)   86,145
Operating costs and expenses:
Cost of goods sold                    13,618          9,925   3,146              -    26,689
Selling, general and
 administrative expenses               26,587         16,985  12,757         (5,169)   51,160
Amortization of intangibles              264          1,914       1              -     2,179
                                      -------  ------------  -------  -------------  --------
Total operating costs and expenses    40,469         28,824  15,904         (5,169)   80,028
                                      -------  ------------  -------  -------------  --------
Income (loss) from operations          5,269          4,015    (308)        (2,859)    6,117
Interest expense, net                  6,334            722       2              -     7,058
Income tax expense (benefit)             181            124       -              -       305
                                      -------  ------------  -------  -------------  --------
Net income (loss)                     (1,246)         3,169    (310)        (2,859)   (1,246)
                                      =======  ============  =======  =============  ========
</TABLE>



<TABLE>
<CAPTION>
                    CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                   FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001
<S>                                     <C>       <C>            <C>     <C>            <C>
                                                    Guarantor                         Consolidated
                                         Parent   Subsidiaries    ODs    Eliminations   Company
                                        --------  -------------  ------  -------------  --------
Cash flows from operating activities:
Net income (loss)                        (3,338)        11,433    (922)       (10,511)   (3,338)
Adjustments to reconcile net income
(loss) to netcash provided
 by operating activities:
Depreciation and amortization            10,402         11,691       4              -    22,097
Loan cost amortization                      (29)         1,398       -              -     1,369
Deferred liabilities and other               (7)           512     (32)             -       473
Loss on disposition of property
 and equipment                               52            268       -              -       320
Increase/(decrease) in operating
 assets and liabilities                  23,573        (19,904)  1,543              -     5,212
                                        --------  -------------  ------  -------------  --------
Net cash provided by
operating activities                     30,653          5,398     593        (10,511)   26,133
                                        --------  -------------  ------  -------------  --------
Cash flows from investing activities:
Acquisition of property
 and equipment                           (4,207)        (2,764)      -              -    (6,971)
Payment received on notes
receivable                                    -              3       -              -         3
Investment in Subsidiaries               (7,652)        (2,859)      -         10,511         -
                                        --------  -------------  ------  -------------  --------
Net cash used in
 investing activities                   (11,859)        (5,620)      -         10,511    (6,968)
                                        --------  -------------  ------  -------------  --------
Cash flows from financing activities:
Payments on debt and capital leases     (20,842)          (377)      -              -   (21,219)
Proceeds from issuance of
long-term debt                                -             66       -              -        66
Redemption of common stock                  (16)             -       -              -       (16)
Equity distribution                           -              -    (533)             -      (533)
                                        --------  -------------  ------  -------------  --------
Net cash used in financing activities   (20,858)          (311)   (533)             -   (21,702)
                                        --------  -------------  ------  -------------  --------
Net increase (decrease) in cash and
 cash equivalents                        (2,064)          (533)     60              -    (2,537)
Cash and cash equivalents at
 beginning of period                      2,215          1,187     569              -     3,971
                                        --------  -------------  ------  -------------  --------
Cash and cash equivalents at
 end of period                              151            654     629              -     1,434
                                        ========  =============  ======  =============  ========
</TABLE>
                                       11
<PAGE>

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


INTRODUCTION

     The Company is the fourth largest retail optical chain in the United States
as  measured  by  net  revenues,  operating 356 stores, of which 287 are optical
superstores.  The  Company  operates  predominately  under  the  trade  name
"EyeMasters,"  and  in  certain  geographical  regions  under  the  trade  names
"Binyon's,"  "Visionworks," "Hour Eyes," "Dr. Bizer's VisionWorld," "Dr. Bizer's
ValuVision,"  "Doctor's  VisionWorld,"  "Doctor's  ValuVision," "Stein Optical,"
"Vision  World",  "Doctor's  VisionWorks" and "Eye DRx." The Company operates in
the $5.0 billion retail optical chain sector of the $16.0 billion optical retail
market  in the United States. Management believes that key drivers of growth for
retail  optical  chains  include  (i) the aging of the United States population,
(ii)  the increasing role of managed vision care, (iii) the consolidation of the
industry  and  (iv)  new  product  innovations.

     Effective  July  2,  2001,  the  Company  announced that Bernard W. Andrews
retired  as Chief Executive Officer of the Company. David E. McComas, previously
President  and Chief Operating Officer, succeeded Mr. Andrews as Chief Executive
Officer  and  became a director, on July 2, 2001. Mr. Andrews continues to serve
as  Chairman  of  the  Board  of  Directors.

     The  industry  is  highly  fragmented  and  has  undergone  significant
consolidation.  Since  September  1996,  the Company has acquired and integrated
four  acquisitions.


     In September 1996, the Company acquired Visionworks Holdings, Inc. and its
subsidiaries,  a  sixty  store optical retailer located along the Atlantic Coast
from  Florida  to  Washington,  D.C.
     In  September  1997,  the  Company  acquired The Samit Group, Inc. and its
subsidiaries  with  ten  Hour  Eyes stores in Maryland and Washington, D.C., and
certain  of  the  assets  of  Hour  Eyes  Doctors of Optometry, P.C., a Virginia
professional  corporation  formerly  known as Dr. Samit's Hour Eyes Optometrist,
P.C. (the "PC"), and simultaneously entered into long-term management agreements
with  the  PC  to  manage  the  PC's  twelve  stores  in  Virginia.
     In  September 1998, the Company acquired (the "Bizer Acquisition") certain
of  the assets of Dr. Bizer's VisionWorld, PLLC and related entities, a nineteen
store  optical  retailer  located  primarily  in  Kentucky  and  Tennessee,  and
simultaneously  entered  into  long-term  management  agreements  with a private
optometrist  to  manage  such  optometrist's  nineteen  stores.
     In August 1999, the Company acquired from Vision Twenty-One, Inc. ("Vision
Twenty-One")  substantially all of the assets used to operate an aggregate of 76
retail  eyewear  outlets  (the  "VTO  Retail Acquisition") located in Minnesota,
North  Dakota,  Iowa,  South Dakota and Wisconsin operating under the trade name
"Vision World," in Wisconsin operating under the trade name "Stein Optical," and
in  New  Jersey  operating  under the trade name "Eye DRx."  Simultaneously, the
Company  assumed  the rights and obligations under a management agreement with a
private  optometrist  to  manage  the  nineteen  Eye  DRx  stores.

     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 managed vision care contracts
aggressively in order to help the Company's retail business grow and has devoted
significant  management  resources  to  the  development  of  its  managed  care
business.
                                       12
<PAGE>

     While  the  average  ticket  price on products purchased under managed care
reimbursement  plans is typically lower than non-managed care purchases, managed
care  transactions  generally  earn comparable operating profit margins, as they
require  less promotional spending and advertising support. The Company believes
that  the  increased  volume  resulting  from  managed  vision  care  contracts
compensates  for  the  lower  average ticket price. During the thirty-nine weeks
ended  September  29,  2001, approximately 38.8% of the Company's total revenues
were  derived  from  managed  vision  care  programs,  compared to 34.7% for the
thirty-nine  weeks  ended  September  30,  2000.  Management  believes  that the
increasing  role of managed vision care will continue to benefit the Company and
other  large  retail  optical  chains  with  strong  local market share, 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:

                                                      THIRTEEN                                 THIRTY-NINE
                                                     WEEKS ENDED                               WEEKS ENDED
                                          ---------------------------------         --------------------------------
                                          SEPTEMBER 30,        SEPTEMBER 29,        SEPTEMBER 30,       SEPTEMBER 29,
                                              2000                 2001                 2000                 2001
                                        --------------       --------------       --------------       --------------
<S>                                    <C>                  <C>                  <C>                  <C>
STATEMENT OF INCOME DATA:
NET REVENUES:
Optical sales                                 99.1     %           99.1     %           99.2     %           99.0   %
Management fee                                 0.9                  0.9                  0.8                  1.0
                                        --------------       --------------       --------------       --------------
Total net revenues                           100.0                100.0                100.0                100.0

OPERATING COSTS AND EXPENSES:
Cost of goods sold                            31.6     *           31.3     *           31.8     *           31.3   *
Selling, general and
 administrative expenses                      60.7     *           59.9     *           59.4     *           60.0   *
Store closures                                 4.1                    -                  1.3                    -
Amortization of intangibles                    3.5                  2.5                  2.5                  2.5
                                        --------------       --------------       --------------       --------------
Total operating costs and expenses            99.0                 92.9                 94.3                 92.8
                                        --------------       --------------       --------------       --------------
INCOME FROM OPERATIONS                         1.0                  7.1                  5.7                  7.2

INTEREST EXPENSE, NET                          8.6                  8.2                  7.9                  8.2

INCOME TAX EXPENSE                             0.2                  0.4                  0.4                  0.3
                                        --------------       --------------       --------------       --------------
NET INCOME/(LOSS)                             (7.8)    %           (1.4)    %           (2.6)    %           (1.3)  %
                                        ==============       ==============       ==============       ==============
</TABLE>

   *  Percentages  based  on  optical  sales  only



THE THIRTEEN WEEKS ENDED SEPTEMBER 29, 2001 COMPARED TO THE THIRTEEN WEEKS ENDED
SEPTEMBER  30,  2000.

Net  Revenues.  The  decrease  in net revenues to $86.1 million for the thirteen
weeks  ended  September 29, 2001 from $87.4 million for the thirteen weeks ended
September  30,  2000  was  largely  the result of a decrease in comparable store
sales  of 1.8%.  The average ticket price for the thirteen weeks ended September
29, 2001 was relatively equal to the average ticket price for the thirteen weeks
ended  September  30,  2000  but the number of comparable transactions decreased
compared  to  the third quarter of 2000.  In addition, managed vision care sales
increased  for  the  thirteen  weeks ended September 29, 2001 as compared to the
thirteen  weeks  ended  September 30, 2000.  Based on the average daily sales in
the  weeks  preceding  September  11,  2001,  management  estimates  the Company
experienced  a  sales decrease of approximately $1.0 million for the period from
September  11,  2001 through September 15, 2001.  The Company closed four stores
during  the  third  quarter  of  2001.
                                       14
<PAGE>

Gross  Profit.  Gross  profit  decreased to $58.7 million for the thirteen weeks
ended  September  29,  2001  from  $59.2  million  for  the thirteen weeks ended
September  30, 2000.  Gross profit as a percentage of optical sales increased to
68.7%  for  the thirteen weeks ended September 29, 2001 as compared to 68.4% for
the  thirteen  weeks  ended  September  30,  2000.  This percentage increase was
largely  due  to  a  continuation  of  improved  buying  efficiencies.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  decreased to $51.2
million  for  the thirteen weeks ended September 29, 2001 from $52.5 million for
the  thirteen  weeks  ended September 30, 2000.  SG&A as a percentage of optical
sales  decreased  to  59.9% for the thirteen weeks September 29, 2001 from 60.7%
for  the  thirteen weeks ended September 30, 2000.  This percentage decrease was
primarily  due  to  a  reduction  in advertising and overhead expenditures.  The
advertising savings were related to a change in media buying which produced more
media  coverage  at  a  lower  cost.

Amortization  Expense.  Amortization  expense  decreased to $2.2 million for the
thirteen weeks ended September 29, 2001 from $3.1 million for the thirteen weeks
ended  September  30,  2000.  This  decrease  was  due  to  the  September  2000
acceleration  of  amortization  of  the non-compete agreement related to the VTO
Retail  Acquisition.

Net  Interest  Expense.  Net  interest expense decreased to $7.1 million for the
thirteen weeks ended September 29, 2001 from $7.5 million for the thirteen weeks
ended  September  30, 2000. This decrease was due to the decrease in outstanding
debt.

Net  Income.  Net  loss  decreased  to $1.2 million for the thirteen weeks ended
September  29, 2001 from a net loss of $6.8 million for the thirteen weeks ended
September  30,  2000.



THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001 COMPARED TO THE THIRTY-NINE WEEKS
ENDED  SEPTEMBER  30,  2000.

Net  Revenues.  The  decrease  in  net  revenues  to  $261.3  million  for  the
thirty-nine  weeks  ended  September  29,  2001  from  $267.9  million  for  the
thirty-nine  weeks ended September 30, 2000 was largely the result of a decrease
in comparable store sales of 3.3%.  The average ticket price for the thirty-nine
weeks  ended September 29, 2001 was relatively equal to the average ticket price
for  the thirty-nine weeks ended September 30, 2000 and the number of comparable
transactions  for  the  thirty-nine  weeks  ended  September  29, 2001 decreased
compared  to  the  thirty-nine  weeks  ended  September  30, 2000.  In addition,
managed  vision  care sales as a percentage of total revenues increased to 38.8%
for  the thirty-nine weeks ended September 29, 2001 as compared to 34.7% for the
thirty-nine  weeks ended September 30, 2000.  The Company opened five stores and
closed  ten  stores  during  the  thirty-nine  weeks  ended  September 29, 2001.

Gross  Profit.  Gross  profit  decreased  to  $177.7 million for the thirty-nine
weeks  ended  September  29,  2001 from $181.2 million for the thirty-nine weeks
ended  September  30,  2000.  Gross  profit  as  a  percentage  of optical sales
increased  to  68.7%  for  the  thirty-nine  weeks  ended  September 29, 2001 as
compared  to  68.2%  for  the  thirty-nine weeks ended September 30, 2000.  This
percentage  increase  was due primarily to a continuation of the improved buying
efficiencies.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A decreased to $155.1
million  for  the thirty-nine weeks ended September 29, 2001 from $157.8 million
for  the  thirty-nine  weeks  ended September 30, 2000.  SG&A as a percentage of
optical  sales  increased to 60.0% for the thirty-nine weeks ended
                                       15
<PAGE>

September  29,  2001  from  59.4%  for the thirty-nine weeks ended September 30,
2000.  This  percentage  increase  was  due primarily to increased occupancy and
doctor  payroll  expenditures. The addition of noncomparable doctor practices in
three of the Company's markets resulted in increased doctor payroll expenditures
in  the  first two quarters of 2001. These increases are offset by reductions in
overhead  expenditures.

Amortization  Expense.  Amortization  expense  decreased to $6.6 million for the
thirty-nine weeks ended September 29, 2001 from $6.7 million for the thirty-nine
weeks  ended  September  30,  2000.  This decrease was due to the September 2000
acceleration  of  amortization  of  the non-compete agreement related to the VTO
Retail  Acquisition.

Net  Interest  Expense.  Net interest expense increased to $21.4 million for the
thirty-nine  weeks  ended  September  29,  2001  from  $21.2  million  for  the
thirty-nine  weeks ended September 30, 2000.  This increase was primarily due to
an  increase  in  prevailing  interest  rates during the first quarter of fiscal
2001,  which  affected  the  Company's  floating  rate  debt.

Net  Income.  Net loss decreased to $3.3 million for the thirty-nine weeks ended
September  29,  2001  from  a net loss of $7.1 million for the thirty-nine weeks
ended  September  30,  2000.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash flows from operating activities provided net cash of $26.1 million for
the thirty-nine weeks ended September 29, 2001 as compared to  $22.9 million for
the  thirty-nine  weeks ended September 30, 2000.  As of September 29, 2001, the
Company  had  $1.4  million of cash available to meet the Company's obligations.

     Capital  expenditures  are  related  to  the  construction  of  new stores,
repositioning  of  existing stores in some markets, new computer systems for the
stores  and  maintenance  of  existing facilities.  Capital expenditures for the
thirty-nine  weeks  ended  September  29, 2001 were $6.9 million.  The aggregate
capital expenditures for 2001 are anticipated to be approximately  $9.0 million,
of which approximately $4.0 million are related to commitments to new stores and
approximately  $5.0  million  are  expected  to  be for new computer systems and
improvements  to  existing  facilities.

     On  April  24,  1998, the Company entered into a credit agreement (the "New
Credit  Facility")  which  consists  of (i) the $55.0 million term loan facility
(the  "Term  Loan  Facility");  (ii) the $35.0 million revolving credit facility
(the  "Revolving  Credit  Facility");  and  (iii) the $100.0 million acquisition
facility  (the  "Acquisition Facility"). The proceeds of the New Credit Facility
were  used to pay long-term debt outstanding under the previous credit facility.
At  September  29,  2001 the Company had $33.0 million in term loans outstanding
under  the  Term  Loan  Facility,  $17.0 million outstanding under the Revolving
Credit  Facility, $67.9 million outstanding under the Acquisition Facility which
funded  the  Bizer Acquisition and the VTO Retail Acquisition, $149.7 million in
notes  payable  outstanding  evidenced  by the Notes and $2.7 million in capital
lease  and  equipment  obligations. On December 27, 2000 the Company amended the
New  Credit  Facility.  As a result of the amendment to the New Credit Facility,
interest  on  borrowings  was  increased  by  100 basis points from the original
interest rates under the New Credit Facility and various financial covenants and
scheduled principal payments were revised.  Borrowings made under the New Credit
Facility (as amended) bear interest at a rate equal to, at the Company's option,
LIBOR  plus  2.25%  to  3.25%  or  the  Base  Rate (as defined in the New Credit
Facility)  plus  1.25% to 2.25%.  At September 29, 2001 the Company's New Credit
Facility  bore  interest at LIBOR plus 3.25% and the Base Rate plus 2.25%. Under
the  amended New Credit Facility, the Term Loan Facility matures five years from
the  closing  date  of  the  New  Credit Facility, the $45.0 million outstanding
                                       16
<PAGE>

balance  will  amortize  quarterly  in  aggregate  annual  principal  amounts of
approximately $15.0 million, $13.0 million, and $17.0 million, respectively, for
fiscal  years  2001  through  2003  and  the  Acquisition Facility will amortize
quarterly  in  aggregate  principal  amounts of approximately $0.5 million, $0.7
million,  and  $67.0  million, respectively, for fiscal years 2001 through 2003.


<TABLE>
<CAPTION>
     Future  principal  maturities  for  long-term  debt  and  capital  lease
obligations  as  of  September  29,  2001  are  as  follows:

<S>                                      <C>
2001                                     $  3,445
2002                                       14,058
2003                                      100,991
2004                                          148
2005                                          233
Beyond 2005                               151,386
                                         --------

Total future principal payments on debt  $270,261
                                         ========
</TABLE>


     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 Revolving Credit Facility, 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 within
its  amended  New  Credit Facility, meet its debt service obligations and reduce
its  debt  will  be dependent 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 covenants within the amended New
Credit  Facility,  the  Company  may attempt to renegotiate the terms of its New
Credit  Facility  with  its lender for further amendments to, or waivers of, the
financial  covenants  of the New Credit Facility.  The Company believes that its
ability  to  repay  the Notes and amounts outstanding under the Revolving Credit
Facility and the Acquisition Facility at maturity will likely require additional
financing.  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
                                       17
<PAGE>

regarding the Company's financial position, business strategy, budgets and plans
and  objectives  of  management  for  future  operations  are  forward-looking
statements.  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 have been 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
Registration  Statement  on  Form  S-4  filed  with the Commission and under the
heading  "Government Regulation" in the Company's Annual Report on Form 10-K for
2000  as  well  as  the  following:  general  economic  and business conditions;
industry trends; the loss of major customers or suppliers; 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 STATEMENTS ARE
FORWARD-LOOKING STATEMENTS 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 MARKET SHARE FROM INDEPENDENT PRACTITIONERS AND
SMALL  REGIONAL  CHAINS  TO  LARGER  OPTICAL  RETAIL CHAINS, (IV) INDUSTRY SALES
GROWTH  AND CONSOLIDATION, (V) IMPACT OF REFRACTIVE SURGERY AND OTHER CORRECTIVE
VISION  TECHNIQUES,  (VI)  DEMOGRAPHIC  TRENDS,  (VII)  THE COMPANY'S MANAGEMENT
ARRANGEMENTS  WITH  PROFESSIONAL  CORPORATIONS  AND  (VIII)  THE  ABILITY OF THE
COMPANY  TO  SATISFY  ITS  FINANCIAL  COVENANTS UNDER ITS CREDIT FACILITY AND/OR
RENEGOTIATE  THE  TERMS  OF  ITS  NEW  CREDIT FACILITY WITH THE LENDERS. 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
third  quarter  of  fiscal  2001.  For further discussion, refer to the Eye Care
Centers  of  America,  Inc.'s  annual  report  on  Form  10-K for the year ended
December  30,  2000.

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 third
quarter  of  fiscal 2001.  For further discussion, refer to the Company's annual
report  on  Form  10-K  for  the  year  ended  December  30,  2000.

                                       18
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>
(a)  The  following  documents  are  filed  as  part  of  this  report.
<S>   <C>

 2.1   Stock Purchase Agreement dated August 15, 1996 by and
       between Eye Care Centers of America, Inc., Visionworks
       Holdings, Inc. and the sellers listed therein. (a)

 2.2   Stock Purchase Agreement, dated September 30 1997, by and
       among Eye Care Centers of America, Inc., a Texas
       corporation, Robert A. Samit, O. D. and Michael Davidson,
       O. D. (a)

 2.3   Recapitalization Agreement dated as of March 6, 1998 among
       ECCA Merger Corp., Eye Care Centers of America, Inc. and
       the sellers listed therein. (a)

 2.4   Amendment No. 1 to the Recapitalization Agreement dated as
       of April 23, 1998 among ECCA Merger Corp., Eye Care
       Centers of America, Inc, and the sellers listed therein. (a)

 2.5   Amendment No. 2 to the Recapitalization Agreement dated as
       of April 24, 1998 among ECCA Merger Corp., Eye Care
       Centers of America, Inc. and the sellers listed therein. (a)

 2.6   Articles of Merger of ECCA Merger Corp. with and into Eye
       Care Centers of America, Inc. dated April 24, 1998. (a)

 2.7   Master Asset Purchase Agreement, dated as of August 22,
       1998, by and among Eye Care Centers of America, Inc., Mark
       E. Lynn, Dr. Mark Lynn & Associates, PLLC; Dr. Bizer's
       Vision World, PLLC and its affiliates. (a)

 2.8   Letter Agreement, dated October 1, 1998, amending and
       modifying that certain Master Asset Purchase Agreement,
       dated as of August 22, 1998, by and among Eye Care Centers
       of America, Inc.; Mark E. Lynn; Dr. Mark Lynn &
       Associates, PLLC; Dr. Bizer's VisionWorld, PLLC and its
       affiliates. (a)

 2.9   Asset Purchase Agreement, date July 7,1999, by and among
       Eye Care Centers of America, Inc., Vision Twenty-One, Inc.,
       and The Complete Optical Laboratory, Ltd., Corp.   *(b)

 2.10  Letter Agreement, dated August 31,1999, amending and
       modifying that certain Asset Purchase Agreement, date July
       7,199 by and among Eye Care Centers of America, Inc.,
       Vision Twenty-One, Inc., and The Complete Optical
       Laboratory, Inc., Corp. (c)

 2.11  Agreement Regarding Strategic Alliance. (c)
                                       19
<PAGE>

 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. (a)

 4.2   Form of Fixed Rate Exchange Note (included in Exhibit 4.1
       Hereto). (a)

 4.3   Form of Floating Rate Exchange Note (included in Exhibit
       4.1 Hereto).(a)

 4.4   Form of Guarantee (included in Exhibit 4.1 hereto). (a)

 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)
</TABLE>

__________

 *   Portions  of  this Exhibit have been omitted pursuant to an application for
an order declaring confidential treatment filed with the Securities and Exchange
Commission.

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

 (b)     Incorporated  by  reference from the Company's Quarterly Report on Form
10-Q  for  the  quarter  ended  July  3,  1999.

(c)     Previously  provided  with,  and  incorporated  by  reference  from, the
Company's  Quarterly  Report  on Form 10-Q for the quarter ended October 2,1999.

 (b)     The  Company  filed  no current reports on Form 8-K with the Securities
and  Exchange  Commission  during  the  thirteen weeks ended September 29, 2001.

                                       20
<PAGE>








                                   SIGNATURES



     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.



                                               EYE CARE CENTERS OF AMERICA, INC.




November 13, 2001                                /s/  Alan  E.  Wiley
-----------------                               ---------------------
Dated                                            Alan  E.  Wiley
                                                 Executive  Vice  President  and
                                                 Chief  Financial  Officer