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

                                  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 29, 2003.

                                       OR

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

                        Commission file number 33 - 70572

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

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

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

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

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

Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days:

                          Yes   X                         No
                               ---                            ---

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

                          Yes                            No    X
                               ---                            ---

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

           Class                                Outstanding at May 12, 2003
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,397,689  shares

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


<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 28, 2002
                       and March 29, 2003 (Unaudited)                        2

            Condensed Consolidated Statements of Income for the
                       Thirteen Weeks Ended March 30, 2002 (Unaudited)
                       and March 29, 2003 (Unaudited)                        3

            Condensed Consolidated Statements of Cash Flows for the
                       Thirteen Weeks Ended March 30, 2002 (Unaudited)
                       and March 29, 2003 (Unaudited)                        4

            Notes to Condensed Consolidated Financial Statements          5-12

Item 2. Management 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                                               20-21

Item 5.  Other Information                                                  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 28,    MARCH 29,
                                             2002             2003
                                         --------------  -----------
                                                         (Unaudited)
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $       3,450   $   12,326
   Accounts and notes receivable, net .         12,084       13,954
   Inventory. . . . . . . . . . . . . .         24,060       25,888
   Prepaid expenses and other . . . . .          3,573        2,919
                                         --------------  -----------
Total current assets. . . . . . . . . .         43,167       55,087
PROPERTY & EQUIPMENT, net . . . . . . .         57,439       56,327
INTANGIBLE ASSETS . . . . . . . . . . .        107,588      107,651
OTHER ASSETS. . . . . . . . . . . . . .          8,862        8,420
DEFERRED INCOME TAXES . . . . . . . . .              -          860
                                         --------------  -----------
Total assets. . . . . . . . . . . . . .  $     217,056   $  228,345
                                         ==============  ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $      20,256   $   23,243
   Current maturities of long-term debt         15,524       16,599
   Deferred revenue . . . . . . . . . .          6,334        6,380
   Accrued payroll expense. . . . . . .          7,776        5,508
   Accrued interest . . . . . . . . . .          2,318        6,340
   Other accrued expenses . . . . . . .          8,523        9,920
                                         --------------  -----------
Total current liabilities . . . . . . .         60,731       67,990
LONG TERM DEBT, less current maturities        239,109      232,821
DEFERRED RENT . . . . . . . . . . . . .          4,571        4,610
DEFERRED GAIN . . . . . . . . . . . . .          1,766        1,707
                                         --------------  -----------
Total liabilities . . . . . . . . . . .        306,177      307,128
                                         --------------  -----------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .             74           74
   Preferred stock. . . . . . . . . . .         54,703       56,482
   Additional paid-in capital . . . . .         36,040       34,239
   Accumulated deficit. . . . . . . . .       (179,938)   (169,578)
                                         --------------  -----------
Total shareholders deficit . . . . . . .       (89,121)    (78,783)
                                         --------------  -----------
                                         $     217,056   $  228,345
                                         ==============  ===========
</TABLE>

                                        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 30,      MARCH 29,
                                                            2002            2003
                                                         ----------      ----------
                                                         (Unaudited)    (Unaudited)
NET REVENUES:
   Optical sales . . . . . . . . . . . . . . . . . .  $        102,688  $  101,315
   Management fee. . . . . . . . . . . . . . . . . .               989       1,026
                                                      ----------------  ----------
Total net revenues . . . . . . . . . . . . . . . . .           103,677     102,341

OPERATING COSTS AND EXPENSES:
   Cost of goods sold. . . . . . . . . . . . . . . .            32,068      30,259
   Selling, general and administrative expenses. . .            55,441      55,912
   Amortization of noncompete and other intangibles.               841          55
                                                      ----------------  ----------
Total operating costs and expenses . . . . . . . . .            88,350      86,226
                                                      ----------------  ----------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . .            15,327      16,115
INTEREST EXPENSE, NET. . . . . . . . . . . . . . . .             5,069       5,321
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . .               212         434
                                                      ----------------  ----------
NET INCOME . . . . . . . . . . . . . . . . . . . . .  $         10,046  $   10,360
                                                      ================  ==========
</TABLE>

                                        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 30,         MARCH 29,
                                                                          2002               2003
                                                                      ------------      -----------
                                                                       (Unaudited)      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income . . . . . . . . . . . . . . . . . . . . . . . . .  $        10,046   $   10,360
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization.. . . . . . . . . . . . .            5,546        4,422
             Amortization of debt issue costs. . . . . . . . . . . .              417          498
             Deferred liabilities and other. . . . . . . . . . . . .              355         (834)
        Increase in operating assets and liabilities . . . . . . . .            8,112        2,954
                                                                      ----------------  -----------
Net cash provided by operating activities. . . . . . . . . . . . . .           24,476       17,400
                                                                      ----------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Acquisition of property and equipment . . . . . . . . .           (2,155)      (3,255)
             Proceeds from sale of property and equipment. . . . . .               32            -
             Deposits and other. . . . . . . . . . . . . . . . . . .                -          (15)
                                                                      ----------------  -----------
Net cash used in investing activities. . . . . . . . . . . . . . . .           (2,123)      (3,270)
                                                                      ----------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Payments on debt and capital leases . . . . . . . . . .          (22,178)      (5,226)
             Payments for refinancing fees . . . . . . . . . . . . .                -          (28)
             Distribution to affiliated OD . . . . . . . . . . . . .              (85)           -
                                                                      ----------------  -----------
Net cash used in financing activities. . . . . . . . . . . . . . . .          (22,263)      (5,254)
                                                                      ----------------  -----------
NET INCREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . .               90        8,876
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . .            3,372        3,450
                                                                      ----------------  -----------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . .  $         3,462   $   12,326
                                                                      ================  ===========
</TABLE>

                                        4
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION

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

     The accompanying unaudited Condensed Consolidated Financial Statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation  S-X.  The  condensed consolidated balance sheet for the year
ended  December 28, 2002 was derived from the audited financial statements as of
that  date but does not include all of the information and footnotes required by
generally  accepted accounting principles for complete financial statements.  In
the  opinion  of  management,  all  adjustments  considered necessary for a fair
presentation  have  been  included  and  are  of  a  normal,  recurring  nature.
Operating  results  for the thirteen week periods ended March 30, 2002 and March
29,  2003 are not necessarily indicative of the results that may be expected for
the  fiscal  year  ended  December  27,  2003  ("fiscal  2003").  For  further
information,  refer  to  the  consolidated  financial  statements  and footnotes
thereto  included  in  the  Eye Care Centers of America, Inc.'s annual report on
Form  10-K  for  the  year  ended  December  28,  2002  ("fiscal  2002").

2.  CRITICAL  ACCOUNTING  POLICIES

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

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

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

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

                                        5
<PAGE>

3.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24,  1998  (as  amended,  the "Management Agreement"),
pursuant  to which (i) THL Co. received a financial advisory fee of $6.0 million
in  connection  with structuring, negotiating and arranging the recapitalization
and  structuring,  negotiating and arranging the debt financing and (ii) THL Co.
would  receive  $500,000  per  year  plus  expenses  for  management  and  other
consulting  services  provided to the Company, including one percent (1%) of the
gross  purchase  price for acquisitions for its participation in the negotiation
and  consummation  of  any  such  acquisition.  As  of  December  31,  2000, the
Management  Agreement  was  amended to reduce the fees to $250,000 per year plus
expenses  for  management and other consulting services provided to the Company.
However,  such fee may be increased dependent upon the Company attaining certain
leverage ratios.  The Management Agreement continues unless and until terminated
by  mutual  consent  of  the parties in writing, for so long as THL Co. provides
management  and  other  consulting services to the Company. The Company believes
that  the  terms  of the Management Agreement are comparable to those that would
have  been  obtained  from  unaffiliated sources.  For the thirteen week periods
ended  March  29,  2003  and  March  30, 2002, the Company incurred $125,000 and
$62,500  related  to  the  agreement,  respectively.

4.  INCOME  TAXES

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

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

<TABLE>
<CAPTION>

<S>                                    <C>            <C>
                                        THIRTEEN       THIRTEEN
                                       WEEKS ENDED    WEEKS ENDED
                                         MARCH 30,      MARCH 29,
                                           2002           2003
                                       -------------  ------------
                                        (UNAUDITED)   (UNAUDITED)

Cash paid for interest. . . . . . . .  $       1,948  $        706
Dividends accrued on preferred stock.  $       1,564  $      1,779
Cash paid for taxes . . . . . . . . .  $         347  $        419
</TABLE>

                                        6
<PAGE>

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

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

     In  December  2002,  SFAS  148,  "Accounting for Stock-Based Compensation -
Transition  and  Disclosure" was issued by the FASB. The transition guidance and
annual disclosure provisions are effective in fiscal years ending after December
15,  2002  with  earlier  application  permitted  in  certain circumstances. The
interim  disclosure  provisions  are  effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002. This
standard  amends  SFAS  123  to  provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation.  In  addition, this standard amends the disclosure requirements of
SFAS  123  to require prominent disclosures in both annual and interim financial
statements  about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. For purposes of pro forma
disclosures,  the  estimated  fair  value of the options is amortized to expense
over  the  options'  vesting period. The pro forma calculations include only the
effects  of  1998  through  2003  grants  as  all  grants  previous to 1998 were
exercised. As such, the impacts are not necessarily indicative of the effects on
reported  net income of future years. The Company's pro forma net income for the
thirteen  weeks  ended  March  30,  2002  and  March  29,  2003  are as follows:

<TABLE>
<CAPTION>

<S>                              <C>            <C>
                                            THIRTEEN
                                          WEEKS ENDED
                                 -------------------------
                                   MARCH 30,      MARCH 29,
                                      2002           2003
                                   -----------  ----------
                                   (UNAUDITED)  (UNAUDITED)
Net income. . . . . . . . . . .  $      10,046  $   10,360
Pro forma compensation expense.             28          37
                                 -------------  ----------
Pro forma net income. . . . . .  $      10,018  $   10,323
                                 =============  ==========
</TABLE>

                                        7
<PAGE>

7.  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
the Company and are guaranteed by all of the subsidiaries of Eye Care Centers of
America,  Inc. (the "Guarantor Subsidiaries") but are not guaranteed by ODs. The
Guarantor  Subsidiaries  are  wholly owned by the Company and the guarantees are
full, unconditional and joint and several. The following condensed consolidating
financial information presents the financial position, results of operations and
cash  flows  of  (i) ECCA, as parent, as if it accounted for its subsidiaries on
the equity method, (ii) the Guarantor Subsidiaries, and (iii) 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.

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                        CONSOLIDATING BALANCE SHEET
                                   FOR THE YEAR ENDED DECEMBER 28, 2002

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                            Parent     Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $      554   $       2,532   $   364   $           -   $   3,450
   Accounts and notes receivable. . . .     134,896          42,366     3,245        (168,423)     12,084
   Inventory. . . . . . . . . . . . . .      14,715           7,491     1,854               -      24,060
   Prepaid expenses and other . . . . .       2,289           1,236        48               -       3,573
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     152,454          53,625     5,511        (168,423)     43,167

Property and equipment. . . . . . . . .      35,016          22,423         -               -   $  57,439
Intangibles . . . . . . . . . . . . . .      16,693          90,808        87               -     107,588
Other assets. . . . . . . . . . . . . .       8,552             310         -               -       8,862
Investment in subsidiaries. . . . . . .     (19,578)              -         -          19,578           -
                                         -----------  --------------  --------  --------------  ----------
Total assets. . . . . . . . . . . . . .  $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $    9,696   $     170,349   $ 8,634   $    (168,423)  $  20,256
   Current portion of long-term debt. .      15,374              83         -               -      15,524
   Deferred revenue . . . . . . . . . .       3,511           2,629       194               -       6,334
   Accrued payroll expense. . . . . . .       4,956           2,792        28               -       7,776
   Accrued interest . . . . . . . . . .       1,798             520         -               -       2,318
   Other accrued expenses . . . . . . .       4,878           2,632     1,013               -       8,523
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      40,213         179,005     9,869        (168,423)     60,731
Long-term debt, less current maturities     237,028           2,048       100               -     239,109
Deferred rent . . . . . . . . . . . . .       2,763           1,808         -               -       4,571
Deferred gain . . . . . . . . . . . . .       1,372             394         -               -       1,766
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     281,376         183,255     9,969        (168,423)    306,177
                                         -----------  --------------  --------  --------------  ----------
Shareholders deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      54,703               -         -               -      54,703
   Additional paid-in capital . . . . .      36,922           1,092    (1,974)              -      36,040
   Accumulated deficit. . . . . . . . .    (179,938)        (17,181)   (2,397)         19,578    (179,938)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders deficit . . .  . . .     (88,239)        (16,089)   (4,371)         19,578     (89,121)
                                         -----------  --------------  --------  --------------  ----------
                                         $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING INCOME STATEMENT
                                 FOR THE THIRTEEN WEEKS ENDED MARCH 30, 2002

<S>                                              <C>         <C>            <C>      <C>             <C>
                                                               Guarantor                         Consolidated
                                                  Parent      Subsidiaries   ODs      Eliminations   Company
                                                 ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   50,379  $      32,109  $20,200  $           -   $102,688
   Management fees. . . . . . . . . . . . . . .         185          7,058        -         (6,254)       989
   Investment earnings in subsidiaries. . . . .       9,390              -        -         (9,390)         -
                                                 ----------  -------------  -------  --------------  --------
Total net revenues. . . . . . . . . . . . . . .      59,954         39,167   20,200        (15,644)   103,677
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      16,570         11,450    4,048              -     32,068
   Selling, general and administrative expenses      28,793         17,964   14,938         (6,254)    55,441
   Amortization of intangibles:
     Noncompete and other intangibles . . . . .           -            841        -              -        841
                                                 ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .      45,363         30,255   18,986         (6,254)    88,350
                                                 ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .      14,591          8,912    1,214         (9,390)    15,327
Interest expense, net . . . . . . . . . . . . .       4,458            609        2              -      5,069
Income tax expense. . . . . . . . . . . . . . .          87            125        -              -        212
                                                 ----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $   10,046  $       8,178  $ 1,212  $      (9,390)  $ 10,046
                                                 ==========  =============  =======  ==============  ========
</TABLE>


<TABLE>
<CAPTION>

                                       CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                         FOR THE THIRTEEN WEEKS ENDED MARCH 30, 2002

<S>                                                         <C>          <C>             <C>       <C>             <C>
                                                                          Guarantor                             Consolidated
                                                            Parent       Subsidiaries    ODs       Eliminations    Company
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   10,046   $       8,178   $ 1,212   $      (9,390)  $ 10,046
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
   Depreciation and amortization . . . . . . . . . . . . .       2,860           2,686         -               -      5,546
   Other amortization. . . . . . . . . . . . . . . . . . .         388              29         -               -        417
   Deferred liabilities and other. . . . . . . . . . . . .         218              84        53               -        355
   Increase/(decrease) in operating assets and liabilities      20,474         (11,181)   (1,181)              -      8,112
                                                            -----------  --------------  --------  --------------  ---------
Net cash provided by (used in) operating activities. . . .      33,986            (204)       84          (9,390)    24,476
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (1,586)           (569)        -               -     (2,155)
   Proceeds from sale of property and equipment. . . . . .           -              32         -               -         32
   Investment in Subsidiaries. . . . . . . . . . . . . . .      (9,390)              -         -           9,390          -
                                                            -----------  --------------  --------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .     (10,976)           (537)        -           9,390     (2,123)
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .     (22,090)            (88)        -               -    (22,178)
   Distribution to affiliated OD . . . . . . . . . . . . .           -               -       (85)              -        (85)
Net cash used in financing activities. . . . . . . . . . .     (22,090)            (88)      (85)              -    (22,263)
                                                            -----------  --------------  --------  --------------  ---------
Net Increase/(decrease) in cash and cash equivalents . . .         920            (829)       (1)              -         90
Cash and cash equivalents at beginning of period . . . . .         755           2,209       408               -      3,372
                                                            -----------  --------------  --------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $    1,675   $       1,380   $   407   $           -   $  3,462
                                                            ===========  ==============  ========  ==============  =========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING BALANCE SHEET
                                              MARCH 29, 2003

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                         Parent       Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $    7,928   $       4,050   $   348   $           -   $  12,326
   Accounts and notes receivable. . . .     131,796          46,118     3,935        (167,895)     13,954
   Inventory. . . . . . . . . . . . . .      16,706           7,408     1,774               -      25,888
   Prepaid expenses and other . . . . .       1,842           1,029        48               -       2,919
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     158,272          58,605     6,105        (167,895)     55,087

Property and equipment. . . . . . . . .      35,231          21,096         -               -      56,327
Intangibles . . . . . . . . . . . . . .      16,811          90,753        87               -     107,651
Other assets. . . . . . . . . . . . . .       8,095             325         -               -       8,420
Deferred income taxes . . . . . . . . .         860               -         -               -         860
Investment in subsidiaries. . . . . . .      (7,745)              -         -           7,745           -
                                         -----------  --------------  --------  --------------  ----------
Total assets. . . . . . . . . . . . . .  $  211,524   $     170,779   $ 6,192   $    (160,150)  $ 228,345
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $   19,679   $     162,202   $ 9,257   $    (167,895)  $  23,243
   Current portion of long-term debt. .      16,522              77         -               -      16,599
   Deferred revenue . . . . . . . . . .       3,769           2,700       (89)              -       6,380
   Accrued payroll expense. . . . . . .       2,860           2,620        28               -       5,508
   Accrued interest . . . . . . . . . .       5,821             519         -               -       6,340
   Other accrued expenses . . . . . . .       5,980           3,026       914               -       9,920
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      54,631         171,144    10,110        (167,895)     67,990
Long-term debt, less current maturities     230,690           2,031       100               -     232,821
Deferred rent . . . . . . . . . . . . .       2,772           1,838         -               -       4,610
Deferred gain . . . . . . . . . . . . .       1,332             375         -               -       1,707
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     289,425         175,388    10,210        (167,895)    307,128
                                         -----------  --------------  --------  --------------  ----------
Shareholders deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      56,482               -         -               -      56,482
   Additional paid-in capital . . . . .      35,121           1,092    (1,974)              -      34,239
   Accumulated deficit. . . . . . . . .    (169,578)         (5,701)   (2,044)          7,745    (169,578)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders deficit .. . . . . .     (77,901)         (4,609)   (4,018)          7,745     (78,783)
                                         -----------  --------------  --------  --------------  ----------
                                         $  211,524   $     170,779   $ 6,192   $    (160,150)  $ 228,345
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

                                       11
<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
   Investment 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)
   Increase/(decrease) in operating assets and liabilities      14,427         (10,872)   (601)              -      2,954
                                                            -----------  --------------  ------  --------------  ---------
Net cash provided by (used in) operating activities. . . .      27,301           1,948     (16)        (11,833)    17,400
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (2,864)           (391)      -               -     (3,255)
   Investment in subsidiaries. . . . . . . . . . . . . . .     (11,833)              -       -          11,833          -
   Deposits and other. . . . . . . . . . . . . . . . . . .           -             (15)      -               -        (15)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .     (14,697)           (406)      -          11,833     (3,270)
                                                            -----------  --------------  ------  --------------  ---------
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>

                                       12
<PAGE>

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


INTRODUCTION

     The  Company is the third largest retail optical chain in the United States
as  measured by net revenues, operating or managing 362 stores, 293 of which are
optical  superstores  with  in-house  lens processing capabilities.  The Company
operates  in  the  $6.5 billion retail optical chain sector of the $16.2 billion
optical  retail  market.  Management believes that key drivers of growth for the
Company  include  (i)  the success of the Company's promotional activities, (ii)
the  continuing  role  of managed vision care and (iii) new product innovations.

     The  Company's  management  team  has  focused  on  improving  operating
efficiencies  and  growing  the business through both strategic acquisitions and
new  store  openings.  During  the  first  quarter  of  fiscal 2003, the Company
continued  to focus on its value retail promotion of two complete pair of single
vision  eyewear  for $99. Management believes this promotion has been successful
because  it  leverages  the  Company's strength as the leader in its markets and
also  differentiates  the  Company's  stores  from  independent  optometric
practitioners  who  tend  to  offer  fewer  promotions  in  order to guard their
margins.  Because  the  average  ticket price is typically less for glasses sold
under the promotion, in order for the Company to continue to be successful using
this  strategy, the Company must continue to increase the number of transactions
and  must  also  be  successful  in  controlling  costs. In addition, it will be
incumbent  upon  the  Company to be able to maintain its broad selection of high
quality,  lower  priced non-branded frames so that it can continue to offer more
value to customers while improving gross margins. The Company experienced a 1.4%
decrease in net revenues compared to the first quarter of fiscal 2002, which was
largely  the  result  of  a  1.4% decrease in transaction volume compared to the
first quarter of fiscal 2002. The decrease in transaction volume was largely the
result  of  the  high  percentage  of  the Company's stores that were located in
weather  impacted  markets which caused the Company to have fewer operating days
versus  the  first  quarter of fiscal 2002 and an overall decline in the optical
market.  Gross  profit  improved by 0.7% compared to the quarter ended March 30,
2002  largely  due  to  a  continuation  of  improved  buying efficiencies and a
favorable  mix  of  non-branded  frames  which  have higher margins than branded
frames.

     Management  believes  that optical retail sales through managed vision care
programs  will  continue  to  increase over the next several years. As a result,
management  has  made  a strategic decision to pursue funded managed vision care
relationships  in  order  to  help  the Company's retail business grow. Discount
managed  care  programs  will  play  a less significant role as the value retail
format becomes more developed throughout the Company's stores. While the average
ticket price on products purchased under managed vision care reimbursement plans
is  typically  lower,  managed  vision  care transactions generally require less
promotional  spending  and  advertising  support.  The Company believes that the
increased  volume  resulting  from  managed  vision  care  relationships  also
compensates  for the lower average ticket price. During the thirteen weeks ended
March  29, 2003 approximately 35.1% of the Company's total revenues were derived
from  managed  vision  care  programs,  compared to 35.7% for the thirteen weeks
ended  March  30,  2002,  however,  the  percent  of  penetration is expected to
normalize  at  around  35% as the transition to funded programs materializes and
the  retail  offer replaces discount activity. Management believes that the role
of  managed  vision  care  will  continue to benefit the Company and other large
retail optical chains with strong local market shares, broad geographic coverage
and  sophisticated  information  management  and  billing  systems.

                                       13
<PAGE>

Results  of  Operations

<TABLE>
<CAPTION>

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

<S>                                              <C>           <C>         <C>    <C>
                                                               THIRTEEN
                                                              WEEKS ENDED
                                                 ----------------------------------
                                                      MARCH 30,           MARCH 29,
                                                        2002                2003
                                                     ---------           ----------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales. . . . . . . . . . . . . . . .         99.0  %             99.0  %
   Management fee . . . . . . . . . . . . . . .          1.0                 1.0
                                                      -------              -------
Total net revenues. . . . . . . . . . . . . . .        100.0               100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . .         31.2  *             29.9  *
   Selling, general and administrative expenses         54.0  *             55.2  *
   Amortization of intangibles. . . . . . . . .          0.8                 0.1
                                                      -------              -------
Total operating costs and expenses. . . . . . .         85.2                84.3
                                                      -------              -------
INCOME FROM OPERATIONS. . . . . . . . . . . . .         14.8                15.7
INTEREST EXPENSE, NET . . . . . . . . . . . . .          4.9                 5.2
INCOME TAX EXPENSE. . . . . . . . . . . . . . .          0.2                 0.4
                                                      -------              -------
NET INCOME. . . . . . . . . . . . . . . . . . .         9.7 %               10.1  %
                                                      =======              =======

*  Percentages based on optical sales only
</TABLE>

THE  THIRTEEN  WEEKS  ENDED  MARCH 29, 2003 COMPARED TO THE THIRTEEN WEEKS ENDED
MARCH  30,  2002.

Net  Revenues.  The  decrease in net revenues to $102.3 million for the thirteen
weeks  ended  March  29,  2003  from $103.7 million for the thirteen weeks ended
March  30,  2002  was  largely the result of decreased comparable store sales of
3.1%  compared to the first quarter of fiscal 2002. Transaction volume decreased
by  1.4%  compared to the first quarter of fiscal 2002 and average ticket prices
declined  by  1.8% compared to the first quarter of fiscal 2002. The decrease in
comparable store sales, transactions and average ticket prices was the result of
weak consumer demand, severe winter weather in many regions of the United States
which  caused  the Company to have fewer operating days versus the first quarter
of  fiscal  2002  and general economic weakness. The Company closed one store in
the  first  quarter  of  fiscal  2003.

                                       14
<PAGE>

Gross  Profit.  Gross  profit  increased to $72.1 million for the thirteen weeks
ended  March  29, 2003 from $71.6 million for the thirteen weeks ended March 30,
2002.  Gross  profit as a percentage of optical sales increased to 70.1% for the
thirteen  weeks ended March 29, 2003 as compared to 68.8% for the thirteen weeks
ended March 30, 2002. This percentage increase was largely due to a continuation
of  improved  buying  efficiencies  and  a  favorable mix in non-branded frames.
Non-branded frames have lower acquisition costs than branded frames resulting in
higher  margins.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $55.9
million  for  the thirteen weeks ended March 29, 2003 from $55.4 million for the
thirteen  weeks  ended  March 30, 2002.  SG&A, as a percentage of optical sales,
increased  to  55.2%  for the thirteen weeks ended March 29, 2003 from 54.0% for
the thirteen weeks ended March 30, 2002.  This percentage increase was primarily
due  to the addition of noncomparable doctor practices in three of the Company's
markets  which  has  resulted  in  increased  doctor  payroll  expenditures.  In
addition,  the Company closed three stores and opened seven new stores since the
first  quarter  of  fiscal  2002  which  has  resulted  in  increased  occupancy
expenditures.

Amortization  Expense.  Amortization  expense  decreased to $0.1 million for the
thirteen  weeks  ended  March  29, 2003 from $0.8 million for the thirteen weeks
ended March 30, 2002.  This decrease was largely due to intangible balances that
have  been  fully  amortized  compared  to  the  first  quarter  of fiscal 2002.

Net  Interest  Expense.  Net  interest expense increased to $5.3 million for the
thirteen  weeks  ended  March  29, 2003 from $5.1 million for the thirteen weeks
ended  March  30,  2002.  This  increase was due to the increase in the variable
interest  rate  that  occurred  in  conjunction with the New Facilities. See the
discussion  under the heading "Liquidity and Capital Resources" for terms of the
New  Facilities.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

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

SOURCES  OF  CAPITAL

     The  Company's  principal  sources  of  capital are from cash on hand, cash
flows  from  operating  activities  and  funding  from  the  New  Facilities (as
hereinafter defined).  Cash flows from operating activities provided net cash of
$24.5  million for the thirteen weeks ended March 29, 2003 and $17.5 million for
the  thirteen  weeks  ended March 30, 2002. As of March 29, 2003 the Company had
$12.3  million  of  cash  available  to  meet  its  obligations.

     Payments  on debt and incurrence of additional debt have been the Company's
principal  financing  activities.  Cash flows from financing activities used net
cash  of  $5.3  million  for the thirteen weeks ended March 29, 2003 compared to
$22.2  million  for  the  thirteen  weeks  ended March 30, 2002 as a result of a

                                       15
<PAGE>

larger  revolver  balance  available  for paydown in the first quarter of fiscal
2002  as  compared  to  the  first  quarter  of  fiscal  2003.

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

     Capital  expenditures  were $3.3 million for the thirteen weeks ended March
29,  2003  compared to $2.2 million for the thirteen weeks ended March 30, 2002.
Capital  expenditures  for  all  of 2003 are projected to be approximately $12.0
million. Of the planned 2003 capital expenditures, approximately $4.3 million is
related  to commitments to new stores and approximately $7.7 million is expected
to  be  for  systems  and  maintenance  of  existing  facilities.

LONG-TERM  DEBT

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

     Borrowings  under  the  New  Facilities  accrue  interest, at the Company's
option, at the Base Rate or the Libor rate, plus the applicable margin. The Base
Rate  is a floating rate equal to the higher of the overnight Federal Funds Rate
plus  1/2%  or the Fleet prime rate. The margins applicable to the Base Rate and
LIBOR  for  each  of  the  New  Facilities are set forth in the following table.

<TABLE>
<CAPTION>

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

     In  connection  with  the  borrowings  made  under  the New Facilities, the
Company  incurred  approximately  $4.8  million  in  debt  issuance costs. These
amounts  are  classified  within other assets in the accompanying balance sheets
and  are  being  amortized  over the life of the New Facilities. The unamortized
amount of debt issuance costs as of March 29, 2003 related to the New Facilities
was  $4.5  million.

     At  March  29,  2003,  the  Company  had  $129.8  million  in notes payable
outstanding  evidenced  by  the  Exchange  Notes (as hereinafter defined), $55.0
million  and  $62.0  million in term loans outstanding under the Term Loan A and
Term  Loan  B,  respectively,  and  $2.6  million in capital lease and equipment
obligations.  The $25.0 million revolving credit facility was fully available to
finance  working capital requirements and general corporate purposes as of March
29,  2003.  In addition, the Company has agreed to guarantee a $1.0 million loan
made to an Hour Eyes doctor in connection with the Company's acquisition of Hour
Eyes  and  the  related  long-term business management agreement (the "Hour Eyes

                                       16
<PAGE>
Loan").  On  or  about  April  24,  2003,  the  Hour Eyes Loan was paid off with
proceeds  from  a  loan  directly  from  the  Company  to  the Hour Eyes doctor.

     The New Facilities are collateralized by all tangible and intangible assets
of  the  Company,  including  the  stock  of  its subsidiaries. In addition, the
Company must meet certain financial covenants including minimum EBITDA, interest
coverage,  leverage  ratio  and  capital expenditures. As of March 29, 2003, the
Company  was  in  compliance  with  all  of  the  financial  covenants.

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

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

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

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

<TABLE>
<CAPTION>

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

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

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

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

-    incur  additional  indebtedness;
-    pay  dividends or make other distributions in respect of its capital stock;
-    purchase  equity  interests  or  subordinated  indebtedness;
-    create  certain  liens;

                                       17
<PAGE>

-    enter  into  certain  transactions  with  affiliates;
-    consummate  certain  asset  sales;  and
-    merge  or  consolidate.

     PREFERRED  STOCK.  In  1998,  the  Company  issued  300,000 shares of a new
series  of  preferred  stock  (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  the  Board of Directors of the Company. Such dividends accrue on a
daily basis from the original date of issue at an annual rate per share equal to
13%  of the original purchase price per share, with such amount to be compounded
annually.  The  Preferred Stock will be redeemable at the option of the Company,
in  whole or in part, at $100 per share plus (i) the per share dividend rate and
(ii)  all  accumulated  and unpaid dividends, if any, to the date of redemption,
upon  occurrence  of  an  offering  of equity securities, a change of control or
certain  sales  of  assets.

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

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

     The  following  table  reflects  a  summary  of  the  Company's contractual
obligations  as  of  March  29,  2003.

<TABLE>
<CAPTION>

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

Long Term Debt. . . . . . . . .                $ 246,965      $16,442  $ 38,771  $ 62,000  $129,752
Capital Lease Obligations . . .                    2,455          157       506     1,792         -
Operating Leases. . . . . . . .                  171,950       32,033    56,096    41,321    42,500
Purchase Obligations. . . . . .                        -            -         -         -         -
Total future principal payments
   on contractual obligations .                $ 421,370      $48,632  $ 95,373  $105,113  $172,252
                                               =========      =======  ========  ========  ========
</TABLE>

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

     FUTURE  CAPITAL  RESOURCES. Based upon current operations, anticipated cost
savings  and  future  growth,  the  Company  believes  that  its  cash flow from
operations, together with borrowings currently available under the Revolver, are
adequate  to  meet  its  anticipated  requirements  for working capital, capital
expenditures  and  scheduled  principal  and  interest payments through the next
twelve  (12)  months.  The  ability  of  the  Company  to  satisfy its financial
covenants  under the New Facilities, to meet its debt service obligations and to
reduce  its  debt will depend on the future performance of the Company, which in
turn, will be subject to general economic conditions and to financial, business,
and  other factors, including factors beyond the Company's control. In the event
the  Company does not satisfy its financial covenants within the New Facilities,
the  Company may attempt to renegotiate the terms of its New Facilities with its
lender  for further amendments to, or waivers of, the financial covenants of the
New  Facilities.  The Company believes that its ability to repay the Term Loan A
and  Term  Loan B and amounts outstanding under the Revolver and the Acquisition
Facility  at  maturity  will  likely  require  additional financing. The Company
cannot  assume  that  additional  financing  will  be  available  to  it.  A

                                       18
<PAGE>
portion  of  the Company's debt bears interest at floating rates; therefore, its
financial condition is and will continue to be affected by changes in prevailing
interest  rates.

INFLATION

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

SEASONALITY  AND  QUARTERLY  RESULTS

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

FORWARD-LOOKING  STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended. All statements
other  than statements of historical facts included in this report regarding the
Company's  financial  position,  business  strategy,  budgets  and  plans  and
objectives  of  management for future operations are forward-looking statements.
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 Annual Report on
Form  10-K  for  fiscal  2002  as  well  as  the following: general economic and
business  conditions; industry trends; the loss of major customers, suppliers or
managed  vision  care contracts; cost and availability of raw materials; changes
in  business  strategy  or  development  plans;  availability  and  quality  of
management; and availability, terms and deployment of capital. SPECIAL ATTENTION
SHOULD  BE  PAID  TO  THE  FACT  THAT  CERTAIN  STATEMENTS  CONTAINED HEREIN ARE
FORWARD-LOOKING  INCLUDING,  BUT  NOT LIMITED TO, STATEMENTS RELATING TO (I) THE
COMPANY'S  ABILITY  TO  EXECUTE  ITS  BUSINESS  STRATEGY  (INCLUDING,  WITHOUT
LIMITATION,  WITH  RESPECT  TO  NEW  STORE OPENINGS AND INCREASING THE COMPANY'S
PARTICIPATION  IN  MANAGED  VISION CARE PROGRAMS), (II) THE COMPANY'S ABILITY TO
OBTAIN  SUFFICIENT  RESOURCES  TO  FINANCE  ITS  WORKING  CAPITAL  AND  CAPITAL
EXPENDITURE NEEDS AND PROVIDE FOR ITS OBLIGATIONS; (III) THE CONTINUING SHIFT IN
THE  OPTICAL  RETAIL INDUSTRY OF MARKET SHARE FROM INDEPENDENT PRACTITIONERS AND
SMALL  REGIONAL  CHAINS  TO  LARGER  OPTICAL  RETAIL CHAINS; (IV) INDUSTRY SALES
GROWTH; (V) IMPACT OF REFRACTIVE SURGERY AND OTHER CORRECTIVE VISION TECHNIQUES;
(VI)  DEMOGRAPHIC  TRENDS;  (VII)  THE  COMPANY'S  MANAGEMENT  ARRANGEMENTS WITH
PROFESSIONAL  CORPORATIONS;  (VIII)  THE  COMPANY'S ABILITY TO OBTAIN ADDITIONAL
FINANCING  TO  REPAY  THE  CREDIT  FACILITY  OR  NOTES  AT

                                       19
<PAGE>

MATURITY AND (IX) THE CONTINUED MEDICAL INDUSTRY EFFORTS TO REDUCE MEDICAL COSTS
AND  THIRD  PARTY  REIMBURSEMENTS.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

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

     The  Company's  primary  market  risk exposure is interest rate risk. As of
March  29, 2003, $147.1 million of the Company's long-term debt bore interest at
variable rates.  Accordingly, the Company's net income is affected by changes in
interest  rates  with  specific vulnerability to changes in LIBOR. For every two
hundred basis point change in the average interest rate under the $147.1 million
in  long-term  borrowings, the Company's annual interest expense would change by
approximately  $2.9  million.

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

ITEM  4.     CONTROLS  AND  PROCEDURES

     The  Company  has  established  and  maintains  disclosure  controls  and
procedures that are designed to ensure that material information relating to the
Company  and  its  subsidiaries  required to be disclosed in the reports that it
files  or  submits  under  the  Securities and Exchange Act of 1934 is recorded,
processed,  summarized,  and  reported  within the time periods specified in the
Securities  and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive  Officer  and  Chief Financial Officer, as appropriate to allow timely
decisions  regarding  required disclosure.  Within the 90 days prior to the date
of  this  quarterly  report,  the  Company  carried out an evaluation, under the
supervision  and  with  the  participation  of  management,  including the Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design  and  operation  of  disclosure  controls  and procedures.  Based on that
evaluation  of  these  disclosure  controls  and procedures, the Chief Executive
Officer  and  Chief  Financial  Officer  concluded that the Company's disclosure
controls  and  procedures  were  effective  as  of  the date of such evaluation.

     The Chief Executive Officer and Chief Financial Officer have also concluded
that  there were no significant changes in the Company's internal controls or in
other  factors  that could significantly affect the internal controls subsequent
to  the date that the Company completed its evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                           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

                                       20
<PAGE>

first  quarter  of  fiscal  2003. For further discussion, refer to the Company's
annual  report  on  Form  10-K  for  the  year  ended  December  28,  2002.

ITEM  5.  OTHER  INFORMATION

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

The  purposes  of  the  Internal  Restructuring  included  the  following:

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

                                       21
<PAGE>

<TABLE>
<CAPTION>

<C>   <S>

3.1  Restated  Articles of Incorporation of Eye Care Centers of America Inc. (a)
3.2  Statement  of  Resolution  of the Board of Directors of Eye Care Centers of
     America,  Inc.  designating  a  series  of  Preferred  Stock.  (a)
3.3  Amended  and  Restated  By-laws  of  Eye  Care Centers of America, Inc. (a)
4.1  Indenture,  dated  as of April 24, 1998, among Eye Care Centers of America,
     Inc.,  the  Guarantors named therein and United States Trust Company of New
     York,  as  Trustee  for  the  9 1/8% Senior Subordinated Notes Due 2008 and
     Floating  Interest  Rate  Subordinated  Term  Securities.  (c)
4.2  Form  of  Fixed  Rate  Exchange  Note.  (b)
4.3  Form  of  Floating  Rate  Exchange  Note.  (b)
4.4  Form  of  Guarantee.  (b)
4.5  Registration  Rights  Agreement, dated  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)
10.4 Promisory  note  dated  as  of  April  24,  2003  among Eye Care Centers of
     America,  Inc.  and  Daniel  Poth,  O.D.  (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, the Company's
     Quarterly  Report  on  Form  10-Q for the quarter ended September 29, 2001.

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

(d)  Filed  herewith

(b)  The  company  filed  no current reports on Form 8-K with the Securities and
     Exchange  Commission  during  the  thirteen  weeks  ended  March  29, 2003.

                                       22
<PAGE>

<TABLE>
<CAPTION>

<S>  <C>

                                   SIGNATURES
                        EYE CARE CENTERS OF AMERICA, INC.

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


Date: May 13, 2003
/s/  Alan E. Wiley
----------------------------------------------------
Alan E. Wiley
Executive Vice President and Chief Financial Officer
</TABLE>

I,  David  E.  McComas,  certify  that:

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

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

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

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

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

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

Date:  May  13,  2003

/S/  DAVID  E.  MCCOMAS
-----------------------
David  E.  McComas
President  and  Chief  Executive  Officer

<PAGE>

I,  Alan  E.  Wiley,  certify  that:

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

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

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

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

Date:  May  13,  2003

/S/  ALAN  E.  WILEY
--------------------
Alan  E.  Wiley
Executive  Vice  President  and  Chief  Financial  Officer

<PAGE>