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

                                  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 27, 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 October 31, 2003
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,397,689  shares

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<TABLE>
<CAPTION>

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

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets at December 28, 2002
              and September 27, 2003 (Unaudited)                             2

            Condensed Consolidated Statements of Operations for the
              Thirteen Weeks and Thirty-Nine Weeks Ended September 28, 2002
              (Unaudited) and September 27, 2003 (Unaudited)                 3

            Condensed Consolidated Statements of Cash Flows for the
              Thirty-Nine Weeks Ended September 28, 2002 (Unaudited)
              and September 27, 2003 (Unaudited)                             4

            Notes to Condensed Consolidated Financial Statements          5-12

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

Item 3.     Quantitative and Qualitative Disclosures About Market Risk      21

Item 4.     Controls and Procedures                                         21

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  21

Item 6.  Exhibits and Reports on Form 8-K                                   22

</TABLE>

<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,   SEPTEMBER 27,
                                               2002            2003
                                         --------------  ---------------
ASSETS. . . . . . . . . . . . . . . . .                     (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $       3,450   $        7,512
   Accounts and notes receivable, net .         12,084           12,463
   Inventory. . . . . . . . . . . . . .         24,060           25,312
   Prepaid expenses and other . . . . .          3,573            2,783
                                         --------------  ---------------
Total current assets. . . . . . . . . .         43,167           48,070
PROPERTY & EQUIPMENT, net . . . . . . .         57,439           52,597
INTANGIBLE ASSETS . . . . . . . . . . .        107,588          107,423
OTHER ASSETS. . . . . . . . . . . . . .          8,862            9,251
DEFERRED INCOME TAXES . . . . . . . . .              -            1,235
                                         --------------  ---------------
Total assets. . . . . . . . . . . . . .  $     217,056   $      218,576
                                         ==============  ===============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $      20,256   $       20,126
   Current maturities of long-term debt         15,524           17,781
   Deferred revenue . . . . . . . . . .          6,334            6,217
   Accrued payroll expense. . . . . . .          7,776            5,840
   Accrued interest . . . . . . . . . .          2,318            6,162
   Other accrued expenses . . . . . . .          8,523            9,000
                                         --------------  ---------------
Total current liabilities . . . . . . .         60,731           65,126
LONG TERM DEBT, less current maturities        239,109          223,924
DEFERRED RENT . . . . . . . . . . . . .          4,571            4,671
DEFERRED GAIN . . . . . . . . . . . . .          1,766            1,590
                                         --------------  ---------------
Total liabilities . . . . . . . . . . .        306,177          295,311
                                         --------------  ---------------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .             74               74
   Preferred stock. . . . . . . . . . .         54,703           60,213
   Additional paid-in capital . . . . .         36,040           30,463
   Accumulated deficit. . . . . . . . .       (179,938)        (167,485)
                                         --------------  ---------------
Total shareholders' deficit . . . . . . .      (89,121)         (76,735)
                                         --------------  ---------------
                                         $     217,056   $      218,576
                                         ==============  ===============
</TABLE>

                  See Notes to Condensed 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
                                                              ----------------              -------------------
                                                           SEPT. 28,         SEPT. 27,      SEPT. 28,    SEPT. 27,
                                                             2002              2003            2002        2003
                                                   ----------------  -------------------  ------------  ----------
                                                         (Unaudited) .    (Unaudited)     (Unaudited)  (Unaudited)
REVENUES:
   Optical sales. . . . . . . . . . . . . . . . .  $         93,000  $            95,510  $    284,455  $  285,682
   Management fees. . . . . . . . . . . . . . . .               885                  786         2,671       2,616
                                                   ----------------  -------------------  ------------  ----------
Net revenues. . . . . . . . . . . . . . . . . . .            93,885               96,296       287,126     288,298

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . . .            28,669               29,895        88,335      88,199
   Selling, general and administrative expenses..            55,590               57,179       164,142     166,705
   Amortization of intangibles. . . . . . . . . .               127                   55         1,809         165
                                                   ----------------  -------------------  ------------  ----------
Total operating costs and expenses. . . . . . . .            84,386               87,129       254,286     255,069
                                                   ----------------  -------------------  ------------  ----------
INCOME FROM OPERATIONS. . . . . . . . . . . . . .             9,499                9,167        32,840      33,229
INTEREST EXPENSE, NET . . . . . . . . . . . . . .             5,283                5,261        15,917      15,501
INCOME TAX EXPENSE. . . . . . . . . . . . . . . .               384                2,717           879       5,274
                                                   ----------------  -------------------  ------------  ----------
NET INCOME. . . . . . . . . . . . . . . . . . . .  $          3,832  $             1,189  $     16,044  $   12,454
                                                   ================  ===================  ============  ==========
</TABLE>

                  See Notes to Condensed Financial Statements

                                        3
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                                                  <C>                   <C>
                                                                                       THIRTY-NINE
                                                                                       WEEKS ENDED
                                                                                     ---------------
                                                                            September 28,        September 27,
                                                                                2002                  2003
                                                                             -----------         -----------
                                                                             (Unaudited)         (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $            16,044   $            12,454
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization. . . . . . . . . . . . .               16,075                12,978
             Loan cost amortization . . . . . . . . . . . . . . . .                1,209                 1,506
             Deferred liabilities and other . . . . . . . . . . . .                  704                (1,428)
             Loss on disposition of property and equipment. . . . .                   62                    15
        Increase (decrease) in operating assets and liabilities . .               (1,167)                  510
                                                                     --------------------  --------------------
Net cash provided by operating activities.. . . . . . . . . . . . .               32,927                26,035
                                                                     --------------------  --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Acquisition of property and equipment. . . . . . . . .               (8,417)               (8,032)
             Note receivable issued . . . . . . . . . . . . . . . .                    -                (1,000)
             Other. . . . . . . . . . . . . . . . . . . . . . . . .                    -                    24
                                                                     --------------------  --------------------
Net cash used in investing activities . . . . . . . . . . . . . . .               (8,417)               (9,008)
                                                                     --------------------  --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Payments on debt and capital leases. . . . . . . . . .              (25,976)              (12,965)
             Redemption of common stock.. . . . . . . . . . . . . .                 (100)                    -
             Distribution to affiliated OD. . . . . . . . . . . . .                 (570)                    -
                                                                     --------------------  --------------------
Net cash used in financing activities . . . . . . . . . . . . . . .              (26,646)              (12,965)
                                                                     --------------------  --------------------
NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . .               (2,136)                4,062
CASH AND CASH EQUIVALENTS, beginning of period. . . . . . . . . . .                3,372                 3,450
                                                                     --------------------  --------------------
CASH AND CASH EQUIVALENTS, end of period. . . . . . . . . . . . . .  $             1,236   $             7,512
                                                                     ====================  ====================
</TABLE>

                  See Notes to Condensed Financial Statements

                                        4
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION

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

     The accompanying unaudited Condensed Consolidated Financial Statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation  S-X.  The  condensed consolidated balance sheet for the year
ended  December 28, 2002 was derived from the audited financial statements as of
that  date but does not include all of the information and footnotes required by
generally  accepted accounting principles for complete financial statements.  In
the  opinion  of  management,  all  adjustments  considered necessary for a fair
presentation  have  been  included  and  are  of  a  normal,  recurring  nature.
Operating  results  for  the  thirteen  week  and thirty-nine week periods ended
September  27,  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
products  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.  Goodwill must be tested for impairment at
least  annually  using a "two-step" approach that involves the identification of
reporting  units  and  the  estimation  of  fair  values.

                                        5
<PAGE>

3.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24,  1998  (as  amended,  the "Management Agreement"),
pursuant  to which (i) THL Co. received a financial advisory fee of $6.0 million
in  connection  with structuring, negotiating and arranging the recapitalization
and  structuring,  negotiating and arranging the debt financing and (ii) THL Co.
would  receive  $500,000  per  year  plus  expenses  for  management  and  other
consulting  services  provided to the Company, including one percent (1%) of the
gross  purchase  price for acquisitions for its participation in the negotiation
and  consummation  of  any  such  acquisition.  As  of  December  31,  2000, the
Management  Agreement  was  amended  to  reduce  the  fees payable thereunder to
$250,000  per  year  plus  expenses for management and other consulting services
provided  to  the  Company.  However,  the  fees  payable  under  the Management
Agreement may be increased by an additional $250,000 annually depending upon the
Company  attaining  certain leverage ratios.  The Management Agreement continues
unless  and until terminated by mutual consent of the parties in writing, for so
long  as  THL  Co.  provides  management  and  other  consulting services to the
Company.  The  Company  believes  that the terms of the Management Agreement are
comparable  to  those  that  would have been obtained from unaffiliated sources.
For both the thirty-nine week periods ended September 28, 2002 and September 27,
2003  the  Company  incurred  an  expense  of $375,000 related to the Management
Agreement.

4.  INCOME  TAXES

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

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

<TABLE>
<CAPTION>

<S>                                    <C>              <C>
                                                  THIRTY-NINE
                                                  WEEKS ENDED
                                                ---------------
                                       SEPTEMBER 28,     SEPTEMBER 27,
                                            2002              2003
                                       ---------------  --------------
                                           (UNAUDITED)     (UNAUDITED)
Cash paid for interest. . . . . . . .  $        10,368  $        9,374
Dividends accrued on preferred stock.  $         4,847  $        5,510
Cash paid for taxes . . . . . . . . .  $           486  $        3,549

</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  (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  thirty-nine  weeks  ended  September 28, 2002 and September 27, 2003 are as
follows:

<TABLE>
<CAPTION>

<S>                              <C>              <C>
                                            THIRTY-NINE
                                            WEEKS ENDED
                                          ---------------
                                   SEPTEMBER 28,     SEPTEMBER 27,
                                         2002              2003
                                  ---------------  --------------
                                     (UNAUDITED)     (UNAUDITED)
Net income. . . . . . . . . . .  $        16,044  $       12,454
Pro forma compensation expense.               93             111
                                 ---------------  --------------
Pro forma net income. . . . . .  $        15,951  $       12,343
                                 ===============  ==============
</TABLE>

                                        7
<PAGE>

7.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)

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

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                       CONSOLIDATING BALANCE SHEETS
                                             DECEMBER 28, 2002

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

<TABLE>
<CAPTION>

                               CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                              FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2002

<S>                                              <C>         <C>            <C>      <C>             <C>
                                                              Guarantor                          Consolidated
                                                 Parent      Subsidiaries   ODs      Eliminations    Company
                                                 ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $  139,951  $      89,959  $54,545  $           -   $284,455
   Management fees. . . . . . . . . . . . . . .         484         19,135        -        (16,948)     2,671
   Investment earnings in subsidiaries. . . . .      22,461              -        -        (22,461)         -
                                                 ----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .     162,896        109,094   54,545        (39,409)   287,126
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      46,353         31,073   10,909              -     88,335
   Selling, general and administrative expenses      86,243         52,165   42,682        (16,948)   164,142
     Noncompete and other intangibles . . . . .           -          1,809        -              -      1,809
                                                 ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .     132,596         85,047   53,591        (16,948)   254,286
                                                 ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .      30,300         24,047      954        (22,461)    32,840
Interest expense, net . . . . . . . . . . . . .      14,173          1,738        6              -     15,917
Income tax expense. . . . . . . . . . . . . . .          83            446      350              -        879
                                                 ----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $   16,044  $      21,863  $   598  $     (22,461)  $ 16,044
                                                 ==========  =============  =======  ==============  ========

</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>

                                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 28, 2002

<S>                                               <C>         <C>            <C>       <C>             <C>
                                                               Guarantor                           Consolidated
                                                  Parent      Subsidiaries   ODs       Eliminations    Company
                                                  ----------  -------------  --------  --------------  --------
Revenues:
   Optical sales . . . . . . . . . . . . . . . .      45,972  $      28,821  $18,207   $           -   $ 93,000
   Management fees . . . . . . . . . . . . . . .         143          6,310        -          (5,568)       885
   Investment earnings in subsidiaries . . . . .       7,297              -        -          (7,297)         -
                                                  ----------  -------------  --------  --------------  --------
Net revenues . . . . . . . . . . . . . . . . . .      53,412         35,131   18,207         (12,865)    93,885
Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . . .      15,280          9,774    3,615               -     28,669
   Selling, general and administrative expenses.      29,455         17,238   14,465          (5,568)    55,590
     Noncompete and other intangibles. . . . . .           -            127        -               -        127
                                                  ----------  -------------  --------  --------------  --------
Total operating costs and expenses . . . . . . .      44,735         27,139   18,080          (5,568)    84,386
                                                  ----------  -------------  --------  --------------  --------
Income from operations . . . . . . . . . . . . .       8,677          7,992      127          (7,297)     9,499
Interest expense, net. . . . . . . . . . . . . .       4,825            456        2               -      5,283
Income tax expense . . . . . . . . . . . . . . .          20             14      350               -        384
                                                  ----------  -------------  --------  --------------  --------
Net income (loss). . . . . . . . . . . . . . . .  $    3,832  $       7,522  $  (225)  $      (7,297)  $  3,832
                                                  ==========  =============  ========  ==============  ========

</TABLE>


<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                    FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2002

<S>                                                         <C>          <C>             <C>     <C>             <C>
                                                                           Guarantor                         Consolidated
                                                            Parent       Subsidiaries    ODs     Eliminations    Company
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   16,044   $      21,863   $ 598   $     (22,461)  $ 16,044
Adjustments to reconcile net income to net
      cash provided by operating activities:
   Depreciation and amortization . . . . . . . . . . . . .       8,648           7,427       -               -     16,075
   Loan cost amortization. . . . . . . . . . . . . . . . .       1,128              81       -               -      1,209
   Deferred liabilities and other. . . . . . . . . . . . .         256             330     118               -        704
   Loss on disposition of property and  equipment. . . . .          30              32       -               -         62
   Increase/(decrease) in operating assets and liabilities      15,262         (16,215)   (214)              -     (1,167)
                                                            -----------  --------------  ------  --------------  ---------
Net cash provided by operating activities. . . . . . . . .      41,368          13,518     502         (22,461)    32,927
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (6,282)         (2,135)      -               -     (8,417)
   Investment in subsidiaries. . . . . . . . . . . . . . .      (9,390)        (13,071)      -          22,461          -
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .     (15,672)        (15,206)      -          22,461     (8,417)
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .     (25,644)           (332)      -               -    (25,976)
   Buyback of common stock . . . . . . . . . . . . . . . .        (100)              -       -               -       (100)
   Distribution to affiliated OD . . . . . . . . . . . . .           -               -    (570)              -       (570)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in financing activities. . . . . . . . . . .     (25,744)           (332)   (570)              -    (26,646)
                                                            -----------  --------------  ------  --------------  ---------
Net decrease in cash and cash equivalents. . . . . . . . .         (48)         (2,020)    (68)              -     (2,136)
Cash and cash equivalents at beginning of period . . . . .         755           2,209     408               -      3,372
                                                            -----------  --------------  ------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $      707   $         189   $ 340   $           -   $  1,236
                                                            ===========  ==============  ======  ==============  =========

</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING BALANCE SHEETS
                                             SEPTEMBER 27, 2003

<S>                                       <C>          <C>             <C>       <C>             <C>
                                                        Guarantor                              Consolidated
                                          Parent       Subsidiaries    ODs       Eliminations    Company
                                          -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents . . . . . .  $       59   $       7,201   $   252   $           -   $   7,512
   Accounts and notes receivable, net. .     150,667          51,764     3,388        (193,356)     12,463
   Inventory . . . . . . . . . . . . . .           -          23,284     2,028               -      25,312
   Prepaid expenses and other. . . . . .           -           2,735        48               -       2,783
                                          -----------  --------------  --------  --------------  ----------
Total current assets . . . . . . . . . .     150,726          84,984     5,716        (193,356)     48,070
Property and equipment, net. . . . . . .         (13)         52,610         -               -      52,597
Intangibles, net . . . . . . . . . . . .      16,706          90,655        87             (25)    107,423
Other assets . . . . . . . . . . . . . .       7,722           1,529         -               -       9,251
Deferred income taxes. . . . . . . . . .       1,235               -         -               -       1,235
Investment in subsidiaries . . . . . . .       1,022               -         -          (1,022)          -
                                          -----------  --------------  --------  --------------  ----------
Total assets . . . . . . . . . . . . . .  $  177,398   $     229,778   $ 5,803   $    (194,403)  $ 218,576
                                          ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable. . . . . . . . . . .  $      524   $     205,603   $ 7,355   $    (193,356)  $  20,126
   Current maturities of long-term debt.      17,615             166         -               -      17,781
   Deferred revenue. . . . . . . . . . .       1,415           5,051      (249)              -       6,217
   Accrued payroll expense . . . . . . .           -           5,500       340               -       5,840
   Accrued interest. . . . . . . . . . .       6,163               -        (1)              -       6,162
   Other accrued expenses. . . . . . . .         946           7,226       828               -       9,000
                                          -----------  --------------  --------  --------------  ----------
Total current liabilities. . . . . . . .      26,663         223,546     8,273        (193,356)     65,126
Long-term debt, less current maturities.     221,952           1,877        95               -     223,924
Deferred rent. . . . . . . . . . . . . .           -           4,531       140               -       4,671
Deferred gain. . . . . . . . . . . . . .       1,319             271         -               -       1,590
                                          -----------  --------------  --------  --------------  ----------
Total liabilities. . . . . . . . . . . .     249,934         230,225     8,508        (193,356)    295,311
                                          -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock. . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock . . . . . . . . . . .      60,213               -         -               -      60,213
   Additional paid-in capital. . . . . .      34,662          (2,200)   (1,974)            (25)     30,463
   Accumulated deficit . . . . . . . . .    (167,485)          1,753      (731)         (1,022)   (167,485)
                                          -----------  --------------  --------  --------------  ----------
Total shareholders deficit          .  .     (72,536)           (447)   (2,705)         (1,047)    (76,735)
                                          -----------  --------------  --------  --------------  ----------
                                          $  177,398   $     229,778   $ 5,803   $    (194,403)  $ 218,576
                                          ===========  ==============  ========  ==============  ==========

</TABLE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003

<S>                                              <C>         <C>            <C>      <C>             <C>
                                                               Guarantor                         Consolidated
                                                 Parent      Subsidiaries   ODs      Eliminations    Company
                                                 ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   63,429  $     164,994  $57,259  $           -   $285,682
   Management fees. . . . . . . . . . . . . . .         405         18,635        -        (16,424)     2,616
   Investment earnings in subsidiaries. . . . .      20,216              -        -        (20,216)         -
                                                 ----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .      84,050        183,629   57,259        (36,640)   288,298
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      21,330         55,406   11,463              -     88,199
   Selling, general and administrative expenses      37,975        102,321   42,833        (16,424)   166,705
   Amortization of intangibles. . . . . . . . .           -            165        -              -        165
                                                 ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .      59,305        157,892   54,296        (16,424)   255,069
                                                 ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .      24,745         25,737    2,963        (20,216)    33,229
Interest expense, net . . . . . . . . . . . . .       9,549          5,946        6              -     15,501
Income tax expense. . . . . . . . . . . . . . .       2,742          1,241    1,291              -      5,274
                                                 ----------        -------  -------        --------     -----
Net income. . . . . . . . . . . . . . . . . . .  $   12,454  $      18,550  $ 1,666  $     (20,216)  $ 12,454
                                                 ==========  =============  =======  ==============  ========

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                               CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 27, 2003

<S>                                              <C>          <C>            <C>      <C>             <C>
                                                               Guarantor                          Consolidated
                                                 Parent       Subsidiaries   ODs      Eliminations    Company
                                                 -----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $    1,244   $      75,484  $18,782  $           -   $ 95,510
   Management fees. . . . . . . . . . . . . . .          75           6,066        -         (5,355)       786
   Investment earnings in subsidiaries. . . . .       2,924               -        -         (2,924)         -
                                                 -----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .       4,243          81,550   18,782         (8,279)    96,296
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .         848          25,251    3,796              -     29,895
   Selling, general and administrative expenses        (255)         48,604   14,185         (5,355)    57,179
   Amortization of intangibles. . . . . . . . .           -              55        -              -         55
                                                 -----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .         593          73,910   17,981         (5,355)    87,129
                                                 -----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .       3,650           7,640      801         (2,924)     9,167
Interest expense, net . . . . . . . . . . . . .       1,430           3,829        2              -      5,261
Income tax expense. . . . . . . . . . . . . . .       1,031           1,311      375              -      2,717
                                                 -----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $    1,189   $       2,500  $   424  $      (2,924)  $  1,189
                                                 ===========  =============  =======  ==============  ========

</TABLE>

<TABLE>
<CAPTION>

                                       CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                     FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003

<S>                                                         <C>          <C>             <C>       <C>             <C>
                                                                          Guarantor                             Consolidated
                                                            Parent       Subsidiaries    ODs       Eliminations    Company
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   12,454   $      18,550   $ 1,666   $     (20,216)  $ 12,454
Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
   Depreciation and amortization . . . . . . . . . . . . .       3,485           9,493         -               -     12,978
   Loan cost amortization. . . . . . . . . . . . . . . . .         675             831         -               -      1,506
   Deferred liabilities and other. . . . . . . . . . . . .      (6,147)          5,022      (303)              -     (1,428)
   Loss on disposition of property and  equipment. . . . .           -              15         -               -         15
   Increase/(decrease) in operating assets and liabilities      25,568         (23,588)   (1,470)              -        510
                                                            -----------  --------------  --------  --------------  ---------
Net cash provided by operating activities. . . . . . . . .      36,035          10,323      (107)        (20,216)    26,035
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (3,046)         (4,986)        -               -     (8,032)
   Note receivable issued. . . . . . . . . . . . . . . . .           -          (1,000)        -               -     (1,000)
   Other . . . . . . . . . . . . . . . . . . . . . . . . .           -              24         -               -         24
   Investment in subsidiaries. . . . . . . . . . . . . . .     (20,613)            397         -          20,216          -
                                                            -----------  --------------  --------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .     (23,659)         (5,565)        -          20,216     (9,008)
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .     (12,871)            (89)       (5)              -    (12,965)
                                                            -----------  --------------  --------  --------------  ---------
Net cash used in financing activities. . . . . . . . . . .     (12,871)            (89)       (5)              -    (12,965)
                                                            -----------  --------------  --------  --------------  ---------
Net increase (decrease) in cash and cash equivalents . . .        (495)          4,669      (112)              -      4,062
Cash and cash equivalents at beginning of period . . . . .         554           2,532       364               -      3,450
                                                            -----------  --------------  --------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $       59   $       7,201   $   252   $           -   $  7,512
                                                            ===========  ==============  ========  ==============  =========

</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 370 stores, 301 of which are
optical  superstores  with  in-house  lens processing capabilities.  The Company
operates  in  the  $6.5 billion retail optical chain sector of the $16.2 billion
optical  retail  market.  Management believes that the key drivers of growth for
the  Company  include  (i)  the success of the Company's promotional activities,
(ii)  the  continuing  role  of  managed  vision  care  and  (iii)  new  product
innovations.

     The  Company's  management  team  has  focused  on  improving  operating
efficiencies  and  growing  the business through new store openings.  During the
first three quarters of fiscal 2003, the Company continued to focus on its value
retail  promotion  of  two  complete  pair  of  single  vision  eyewear for $99.
Management  believes this promotion has been successful because it leverages the
Company's  strength  as  the  leader  in its markets and also differentiates the
Company's  stores  from  independent  optometric practitioners who tend to offer
fewer  promotions  in  order to guard their margins.  Because the average ticket
price  is typically less for glasses sold under this promotion, in order for the
Company  to  continue  to  be  successful  using this strategy, the Company must
continue  to  increase the number of transactions and must also be successful in
controlling  costs.  In  addition,  it  will be incumbent upon the Company to be
able  to  maintain its broad selection of high quality, lower priced non-branded
frames  so that it can continue to offer more value to customers while improving
gross  margins.  For  the  first  three  quarters  of  fiscal  2003, the Company
experienced  a  0.4%  increase  in  optical  sales  compared  to the first three
quarters  of  fiscal  2002,  which  was largely the result of a 0.5% increase in
transaction  volume  compared  to  the  first  three  quarters  of  fiscal 2002.
Management  believes  the  relatively  flat  transaction  volume was largely the
result  of  mediocre  consumer demand and a sluggish economy for the majority of
the  first  three  quarters  of  fiscal  2003.  With  the  soft  optical  retail
environment  and  the  trend  toward deeply discounted promotional offers in the
optical  market,  sales  generation will remain challenging for the remainder of
fiscal  2003.

     Management  believes  that optical retail sales through managed vision care
programs  will  continue  to  increase over the next several years. As a result,
management  has  made  a strategic decision to pursue funded managed vision care
relationships  in  order  to  help  the Company's retail business grow; however,
discount  managed  care programs have begun to play and will increasingly 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 overall sales
volume resulting from managed vision care relationships also compensates for the
lower  average  ticket  price.  During the thirty-nine weeks ended September 27,
2003,  approximately  29.6%  of  the  Company's total revenues were derived from
managed  vision care programs, compared to 35.4% for the thirty-nine weeks ended
September  28, 2002. The Company expects the percent of penetration to normalize
in  the  30%  range  as  the  transition  to funded managed vision care programs
continues  and  the  value retail offer replaces activity under discount managed
vision care plans. Management believes that the role of managed vision care will
continue  to  benefit  the  Company  and  other large retail optical chains with
strong  local  market  shares,  broad  geographic  coverage  and  sophisticated
information  management  and  billing  systems.

                                       13
<PAGE>

<TABLE>
<CAPTION>

RESULTS  OF  OPERATIONS
The following table sets forth for the periods indicated certain statements of income data as a percentage
of net  revenues:

<S>                                         <C>             <C>             <C>             <C>
                                                    THIRTEEN                       THIRTY-NINE
                                                   WEEKS ENDED                     WEEKS ENDED
                                            ----------------------------     ----------------------------
                                            SEPTEMBER 28,   SEPTEMBER 27,   SEPTEMBER 28,   SEPTEMBER 27,
                                                 2002            2003            2002            2003
                                            --------------  --------------  --------------  --------------
STATEMENTS OF INCOME DATA:
NET REVENUES:
   Optical sales . . . . . . . . . . . . .          99.1 %          99.2 %          99.1 %          99.1 %
   Management fees . . . . . . . . . . . .             0.9             0.8             0.9             0.9
                                            --------------  --------------  --------------  --------------
Total net revenues . . . . . . . . . . . .           100.0           100.0           100.0           100.0

OPERATING COSTS
AND EXPENSES:
   Cost of goods sold. . . . . . . . . . .          30.8 *          31.3 *          31.1 *          30.9 *
   Selling, general and administrative
   expenses. . . . . . . . . . . . . . . .          59.8 *          59.9 *          57.7 *          58.4 *
   Amortization of intangibles . . . . . .             0.1             0.1             0.6             0.1
                                            --------------  --------------  --------------  --------------
Total operating costs and expenses . . . .            89.9            90.5            88.6            88.5
                                            --------------  --------------  --------------  --------------
INCOME FROM OPERATIONS . . . . . . . . . .            10.1             9.5            11.4            11.5
INTEREST EXPENSE, NET. . . . . . . . . . .             5.6             5.5             5.5             5.4
INCOME TAX EXPENSE . . . . . . . . . . . .             0.4             2.8             0.3             1.8
                                            --------------  --------------  --------------  --------------
NET INCOME . . . . . . . . . . . . . . . .           4.1 %           1.2 %           5.6 %           4.3 %
                                            ==============  ==============  ==============  ==============

*  Percentages based on optical sales only

</TABLE>

THE THIRTEEN WEEKS ENDED SEPTEMBER 27, 2003 COMPARED TO THE THIRTEEN WEEKS ENDED
SEPTEMBER  28,  2002.

Net  Revenues.  Net  revenues  increased to $96.3 million for the thirteen weeks
ended  September  27,  2003  from  $93.9  million  for  the thirteen weeks ended
September  28,  2002.  Comparable  store sales increased by 1.0% compared to the
third  quarter  of fiscal 2002.  Comparable transaction volume increased by 0.5%
compared to the third quarter of fiscal 2002 and average ticket prices increased
by  0.5%  compared  to  the  third quarter of fiscal 2002.  This relatively flat
performance  in  average  ticket  and comparable transactions is the result of a
soft  optical  retail  environment  driven  by  mediocre  consumer  demand  and
comparisons  to  a  strong  fiscal 2002 third quarter comparable sales result of
5.7%.  The  Company  opened  two  stores  in  the  third  quarter  of  2003.

Gross  Profit.  Gross  profit  increased to $65.6 million for the thirteen weeks
ended  September  27,  2003  from  $64.3  million  for  the thirteen weeks ended
September  28,  2002. Gross profit as a percentage of optical sales decreased to
68.7%  for  the thirteen weeks ended September 27, 2003 as compared to 69.2% for
the  thirteen  weeks  ended  September  28,  2002.  This percentage decrease was
largely  due to the increase in contact lens product mix which have lower profit
margins than traditional lenses and frames and a change in contact lens vendors.

                                       14
<PAGE>

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $57.2
million  for  the thirteen weeks ended September 27, 2003 from $55.6 million for
the  thirteen  weeks  ended September 28, 2002.  SG&A as a percentage of optical
sales  increased  to  59.9% for the thirteen weeks ended September 27, 2003 from
59.8% for the thirteen weeks ended September 28, 2002.  This percentage increase
was  primarily  due  to  the increase in advertising expenditures related to the
Company's  entry  in  to  a  new  market.  The  addition of noncomparable doctor
practices  in eighteen of the Company's stores also resulted in increased doctor
payroll  expenditures  during the thirteen week period ended September 27, 2003.
In  addition,  the  Company opened two new stores in the third quarter of fiscal
2003,  which  has  resulted  in  increased  occupancy  expenditures.

Amortization  Expense.  Amortization  expense  was $0.1 million for the thirteen
weeks  ended  September  27,  2003  and  September  28,  2002,  respectively.

Net  Interest  Expense.  Net  interest expense was $5.3 million for the thirteen
weeks  ended  September  27,  2003  and  September  28,  2002,  respectively.

Income  Tax  Expense.  Net  income tax expense increased to $2.7 million for the
thirteen weeks ended September 27, 2003 from $0.4 million for the thirteen weeks
ended  September  28,  2002.  This  increase  was  due  to  the depletion of the
Company's  net  operating  loss  carryforward during the first quarter of fiscal
2003.

Net Income.  Net income for the thirteen weeks ended September 27, 2003 was $1.2
million.  Net  income  for  the thirteen weeks ended September 28, 2002 was $3.8
million.

THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003 COMPARED TO THE THIRTY-NINE WEEKS
ENDED  SEPTEMBER  28,  2002.

Net  Revenues.  Net  revenues  increased  to  $288.3 million for the thirty-nine
weeks  ended  September  27,  2003 from $287.1 million for the thirty-nine weeks
ended  September 28, 2002.  Comparable store sales decreased by 1.0% compared to
the  thirty-nine  weeks ended September 28, 2002.  Comparable transaction volume
decreased by 0.4% compared to the thirty-nine weeks ended September 28, 2002 and
average  ticket prices decreased by 0.5% compared to the thirty-nine weeks ended
September  28,  2002.  This  relatively  flat  performance in average ticket and
comparable  transactions  is  the  result  of  a soft optical retail environment
driven  by mediocre consumer demand and comparisons to a strong comparable sales
result  of 8.5% for the thirty-nine weeks ended September 28, 2002.  The Company
opened  nine  stores and closed two during the thirty-nine weeks ended September
27,  2003.  With  the  continuing  weak  retail environment and the trend toward
deeply  discounted  promotional  offers  in the optical market, sales generation
will  remain  challenging  for  the  remainder  of  fiscal  2003.

Gross  Profit.  Gross  profit  increased  to  $197.5 million for the thirty-nine
weeks  ended  September  27,  2003 from $196.1 million for the thirty-nine weeks
ended  September  28,  2002.  Gross  profit  as  a  percentage  of optical sales
increased  to  69.1%  for  the  thirty-nine  weeks  ended  September 27, 2003 as
compared  to  68.9%  for  the  thirty-nine weeks ended September 28, 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 $166.7
million  for  the thirty-nine weeks ended September 27, 2003 from $164.1 million
for  the  thirty-nine  weeks  ended September 28, 2002.  SG&A as a percentage of
optical  sales  increased to 58.4% for the thirty-nine weeks ended September 27,
2003  from  57.7%  for  the  thirty-nine  weeks  ended September 28, 2002.  This
percentage  increase  was  primarily due to the addition of noncomparable doctor
practices  in  eight  of  the Company's markets, which has resulted in increased
doctor  payroll  expenditures.  In  addition,  the Company closed

                                       15
<PAGE>

two  stores  and  opened  nine  new  stores  during  the thirty-nine weeks ended
September  27,  2003,  which  has  resulted in increased occupancy expenditures.

Amortization  Expense.  Amortization  expense  decreased to $0.2 million for the
thirty-nine weeks ended September 27, 2003 from $1.8 million for the thirty-nine
weeks  ended  September  28,  2002.  This decrease was largely due to intangible
balances  that have been fully amortized compared to the thirty-nine weeks ended
September  28,  2002.

Net  Interest  Expense.  Net interest expense decreased to $15.5 million for the
thirty-nine  weeks  ended  September  27,  2002  from  $15.9  million  for  the
thirty-nine  weeks  ended  September  28,  2002.  This  decrease  was due to the
decrease  in  outstanding  debt  and  the decrease in applicable interest rates.

Net  Income.  Net  income for the thirty-nine weeks ended September 27, 2003 was
$12.5  million.  Net  income  for the thirty-nine weeks ended September 28, 2002
was  $16.0  million.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

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

SOURCES  OF  CAPITAL

     The  Company's  principal  sources  of  capital are from cash on hand, cash
flows  from  operating  activities  and  funding  from  the  New  Facilities (as
hereinafter defined).  Cash flows from operating activities provided net cash of
$26.0  million  for  the  thirty-nine  weeks  ended September 27, 2003 and $32.9
million for the thirty-nine weeks ended September 28, 2002.  As of September 27,
2003,  the  Company  had $7.5 million of cash available to meet its obligations.

     Payments  on  debt  have been the Company's principal financing activities.
Cash  flows  from  financing  activities  used net cash of $13.0 million for the
thirty-nine  weeks  ended  September  27, 2003 compared to $26.7 million for the
thirty-nine  weeks  ended  September  28,  2002 largely due to payments of $15.5
million  made  to  reduce  the  outstanding  balance  under  the  Revolver  (as
hereinafter  defined)  during  the  thirty-nine  weeks ended September 28, 2002.

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

     Capital  expenditures  were  $8.0  million  for the thirty-nine weeks ended
September  27,  2003  compared  to  $8.4 million for the thirty-nine weeks ended
September  28,  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  related to systems and maintenance of existing
facilities.

                                       16
<PAGE>

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  Fleet Bank's 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  September 27, 2003 related to the New
Facilities  was  $3.9  million.

     At  September  27, 2003, the Company had $241.7 million of outstanding debt
consisting  of $129.8 million of the Notes (as hereinafter defined) outstanding,
$47.5  million and $62.0 million in term loans outstanding under the Term Loan A
and  Term  Loan  B, respectively and $2.4 million in capital lease and equipment
obligations.  In  addition,  in  connection  with  the  Company's acquisition of
certain  assets  used  at  the "Hour Eyes" locations in Virginia and the related
long-term  business  management agreement, the Company guaranteed a $1.0 million
loan  made  to  an  optometrist  owning  the optometric practice (the "Hour Eyes
Loan").  On April 24, 2003, the Hour Eyes Loan was paid off with proceeds from a
loan  directly  from  the  Company  to  the  optometrist  owning  the optometric
practice.  The principal of the new loan amortizes equally over ten years and is
fully  secured  by  the stock and assets of the professional corporation through
which  such  optometrist  operates.  Interest  on  the Hour Eyes Loan is payable
quarterly  each  year  until  maturity  at  prime  plus  2%  per  annum.

     The New Facilities are collateralized by all tangible and intangible assets
of  the  Company,  including  the  stock  of  its subsidiaries. In addition, the
Company must meet certain financial covenants including minimum EBITDA, interest
coverage, leverage ratio and capital expenditures. As of September 27, 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  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

                                       17
<PAGE>

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

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

                                       18
<PAGE>

     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 September  27,  2003.

<TABLE>

<CAPTION>

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

Long Term Debt. . . . . . . . .                 $239,359  $17,578       $30,005   $62,000  $129,776
Capital Lease Obligations . . .                    2,346      203           418     1,725         -
Operating Leases. . . . . . . .                  161,097   31,695        53,840    39,365    36,197
Purchase Obligations. . . . . .                        -        -             -         -         -
                                                 -------  -------  ------------  --------  --------
Total future principal payments
   on contractual obligations .                 $402,802  $49,476       $84,263  $103,090  $165,973
                                                 =======  =======  ============  ========  ========

</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 under the New Facilities,
the  Company may attempt to renegotiate the terms of the 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 at maturity will
likely  require  additional financing. The Company cannot assume that additional
financing  will  be  available  to  it.  A  portion  of the Company's debt bears
interest  at  floating  rates;  therefore,  its  financial condition is and will
continue  to  be  affected  by  changes  in  prevailing  interest  rates.

INFLATION

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

SEASONALITY  AND  QUARTERLY  RESULTS

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

                                       19
<PAGE>


FORWARD-LOOKING  STATEMENTS

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

                                       20
<PAGE>

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
September 27, 2003, $139.3 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 $139.3 million
in  long-term  borrowings, the Company's annual interest expense would change by
approximately  $2.8  million.

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

ITEM  4.     CONTROLS  AND  PROCEDURES

     In  accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation,  under  the  supervision  and  with the participation of management,
including  our  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  as  of  the end of the period covered by this report.  Based on that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  the  design  and  operation of our disclosure controls and procedures were
effective  as  of  September  27,  2003  to  provide  reasonable  assurance that
information required to be disclosed in our reports filed or submitted under the
Exchange  Act  is  recorded,  processed, summarized and reported within the time
periods  specified  in the Securities and Exchange Commission's rules and forms.

There  has been no change in our internal controls over financial reporting that
occurred  during the thirteen weeks ended September 27, 2003 that has materially
affected,  or  is  reasonably likely to materially affect, our internal controls
over  financial  reporting.

                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

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

                                       21
<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

<C>   <S>

3.1  Restated  Articles of Incorporation of Eye Care Centers of America Inc. (a)
3.2  Statement  of  Resolution  of the Board of Directors of Eye Care Centers of
     America,  Inc.  designating  a  series  of  Preferred  Stock.  (a)
3.3  Amended  and  Restated  By-laws  of  Eye  Care Centers of America, Inc. (a)
4.1  Indenture,  dated  as of April 24, 1998, among Eye Care Centers of America,
     Inc.,  the  Guarantors named therein and United States Trust Company of New
     York,  as  Trustee  for  the  9 1/8% Senior Subordinated Notes Due 2008 and
     Floating  Interest  Rate  Subordinated  Term  Securities.  (c)
4.2  Form  of  Fixed  Rate  Exchange  Note.  (b)
4.3  Form  of  Floating  Rate  Exchange  Note.  (b)
4.4  Form  of  Guarantee.  (b)
4.5  Registration  Rights  Agreement, dated  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)
10.7 Professional  Business  Management  Agreement  dated August 3, 2003, by and
     between  EyeMasters, Inc., a Delaware corporation, and Jason Wonch O.D. and
     Associates,  A  P.C.,  a  Louisiana professional optometry corporation. (d)
31.1 Certification  of  Chief  Executive  Officer  (d)
31.2 Certification  of  Chief  Financial  Officer  (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 September 27, 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: November 10, 2003
/s/  Alan E. Wiley
----------------------------------------------------
Alan E. Wiley
Executive Vice President and Chief Financial Officer

</TABLE>