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

(Mark  One)

[X]     Quarterly  report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 26, 2004.

                                       OR

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

                        Commission file number 33 - 70572

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

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

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

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

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

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

                          Yes   X                         No
                               ---                            ---

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

                          Yes                            No    X
                               ---                            ---

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

           Class                                Outstanding at August 10, 2004
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,397,689  shares

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


<TABLE>
<CAPTION>

<S>                                                                         <C>

                        EYE CARE CENTERS OF AMERICA, INC.

                                      INDEX

                                                                            PAGE
                                                                            NUMBER
                                                                            ------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets at December 27, 2003
                       and June 26, 2004 (Unaudited) . . . . . . . . . . .       2

            Condensed Consolidated Statements of Operations for the
                       Thirteen Weeks and Twenty-Six Weeks Ended June 28,
                       2003 (Unaudited) and June 26, 2004 (Unaudited). . .       3

            Condensed Consolidated Statements of Cash Flows for the
                       Twenty-Six Weeks Ended June 28, 2003 (Unaudited)
                       and June 26, 2004 (Unaudited) . . . . . . . . . . .       4

            Notes to Condensed Consolidated Financial Statements . . . . .    5-12

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

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

                                        1
<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS
                        EYE CARE CENTERS OF AMERICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<S>                                      <C>             <C>
                                          DECEMBER 27,    JUNE 26,
                                               2003        2004
                                         --------------  ----------
ASSETS. . . . . . . . . . . . . . . . .                 (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $       3,809   $   5,551
   Accounts and notes receivable, net .         11,117      12,319
   Inventory. . . . . . . . . . . . . .         25,120      28,117
   Deferred income taxes, net . . . . .            570         570
   Prepaid expenses and other . . . . .          3,696       2,605
                                         --------------  ----------
Total current assets. . . . . . . . . .         44,312      49,162
PROPERTY & EQUIPMENT, net . . . . . . .         51,715      49,739
INTANGIBLE ASSETS . . . . . . . . . . .        107,423     107,423
OTHER ASSETS. . . . . . . . . . . . . .          8,631       7,217
DEFERRED INCOME TAXES, net. . . . . . .         13,445      13,488
                                         --------------  ----------
Total assets. . . . . . . . . . . . . .  $     225,526   $ 227,029
                                         ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $      21,360   $  24,222
   Current maturities of long-term debt         18,980      20,281
   Deferred revenue . . . . . . . . . .          5,743       5,634
   Accrued payroll expense. . . . . . .          5,429       5,218
   Accrued interest . . . . . . . . . .          3,213       2,741
   Other accrued expenses . . . . . . .          8,334      11,409
                                         --------------  ----------
Total current liabilities . . . . . . .         63,059      69,505
LONG TERM DEBT, less current maturities        219,845     204,574
DEFERRED RENT . . . . . . . . . . . . .          4,719       4,626
DEFERRED GAIN . . . . . . . . . . . . .          1,532       1,415
                                         --------------  ----------
Total liabilities . . . . . . . . . . .        289,155     280,120
                                         --------------  ----------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .             74          74
   Preferred stock. . . . . . . . . . .         62,169      66,276
   Additional paid-in capital . . . . .         28,259      23,387
   Accumulated deficit. . . . . . . . .       (154,131)   (142,828)
                                         --------------  ----------
Total shareholders' deficit . . . . . . .      (63,629)    (53,091)
                                         --------------  ----------
                                         $     225,526   $ 227,029
                                         ==============  ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        2
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                               <C>               <C>                 <C>           <C>
                                                          THIRTEEN WEEKS                 TWENTY-SIX WEEKS
                                                               ENDED                            ENDED
                                                  ------------------------------  -----------------------------
                                                    JUNE 28,            JUNE 26,          JUNE 28,     JUNE 26,
                                                      2003                2004              2003         2004
                                                  ----------------  ------------------  ------------  ---------
  . . . . . . . . . . . . . . . . . .              (Unaudited)       (Unaudited)        (Unaudited)  (Unaudited)
REVENUES:
   Optical sales . . . . . . . . . . . . . . . .  $         88,857  $           93,297  $    190,172  $ 204,438
   Management fees . . . . . . . . . . . . . . .               804                 798         1,830      1,760
                                                  ----------------  ------------------  ------------  ---------
Net revenues . . . . . . . . . . . . . . . . . .            89,661              94,095       192,002    206,198

OPERATING COSTS AND EXPENSES:
   Cost of goods sold. . . . . . . . . . . . . .            28,045              30,351        58,304     63,419
   Selling, general and administrative expenses.            53,614              56,667       109,526    116,243
   Amortization of intangibles . . . . . . . . .                55                   -           110          -
                                                  ----------------  ------------------  ------------  ---------
Total operating costs and expenses . . . . . . .            81,714              87,018       167,940    179,662
                                                  ----------------  ------------------  ------------  ---------
INCOME FROM OPERATIONS . . . . . . . . . . . . .             7,947               7,077        24,062     26,536
INTEREST EXPENSE, NET. . . . . . . . . . . . . .             4,919               4,837        10,240      9,702
INCOME TAX EXPENSE . . . . . . . . . . . . . . .             2,123                 508         2,557      5,531
                                                  ----------------  ------------------  ------------  ---------
NET INCOME . . . . . . . . . . . . . . . . . . .  $            905  $            1,732  $     11,265  $  11,303
                                                  ================  ==================  ============  =========

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        3
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                                                   <C>                 <C>
                                                                      TWENTY-SIX WEEKS
                                                                      ENDED
                                                                      ------------------------------
                                                                                 JUNE 28,    JUNE 26,
                                                                                   2003        2004
                                                                               ----------  ----------
  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income . . . . . . . . . . . . . . . . . . . . . . . . .  $          11,265   $  11,303
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization . . . . . . . . . . . . .              8,739       7,960
             Amortization of debt issue costs. . . . . . . . . . . .                996       1,004
             Deferred liabilities and other. . . . . . . . . . . . .             (1,265)       (397)
        Increase in operating assets and liabilities . . . . . . . .             (6,237)      3,034
                                                                      ------------------  ----------
Net cash provided by operating activities. . . . . . . . . . . . . .             13,498      22,850
                                                                      ------------------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of property and equipment, net. . . . . . . . .             (6,034)     (5,949)
                                                                      ------------------  ----------
Net cash used in investing activities. . . . . . . . . . . . . . . .             (6,034)     (5,949)
                                                                      ------------------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Payments on debt and capital leases. . . . . . . . . . . . .             (5,143)    (13,995)
        Distribution to affiliated OD. . . . . . . . . . . . . . . .                  -        (720)
        Payments to affect IPO . . . . . . . . . . . . . . . . . . .                  -        (498)
                                                                      ------------------  ----------
Net cash used in financing activities. . . . . . . . . . . . . . . .             (5,143)    (15,213)
                                                                      ------------------  ----------
NET INCREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . .              2,321       1,742
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . .              3,450       3,809
                                                                      ------------------  ----------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . .  $           5,771   $   5,551
                                                                      ==================  ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        4
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION

     The  condensed  consolidated  financial  statements  include  all  of  our
accounts,  our  wholly  owned  subsidiaries'  accounts  and  certain  private
optometrists'  accounts  for  whom  we perform management services  (the "ODs").
All  significant  intercompany accounts and transactions have been eliminated in
consolidation.  Certain  reclassifications  have  been  made to the prior period
statements  to  conform  to  the  current  period  presentation.

     The accompanying unaudited Condensed Consolidated Financial Statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation  S-X.  The  condensed consolidated balance sheet for the year
ended  December 27, 2003 was derived from the audited financial statements as of
that  date but does not include all of the information and footnotes required by
generally  accepted accounting principles for complete financial statements.  We
believe  that  all adjustments considered necessary for a fair presentation have
been  included and are of a normal, recurring nature.  Operating results for the
thirteen  week  and  twenty-six  week  periods  ended  June  26,  2004  are  not
necessarily  indicative  of the results that may be expected for the fiscal year
ended  January  1,  2005 ("fiscal 2004").  For further information, refer to the
consolidated  financial  statements and footnotes thereto included in our annual
report  on  Form  10-K  for  the  year  ended December 27, 2003 ("fiscal 2003").

     We  account for stock-based employee compensation under the intrinsic value
method.  As  all  options  are  granted  at  fair  market  value,  there  is  no
compensation  expense  recorded  for  option  grants.  For purposes of pro forma
disclosures,  the  estimated  fair  value of the options is amortized to expense
over  the  options' vesting periods. The pro forma calculations include only the
effects of 2002 and 2003 grants as all grants previous to 2002 were exercised or
cancelled. As such, the impacts are not necessarily indicative of the effects on
reported  net  income of future years. Our pro forma net income for the thirteen
weeks  and twenty-six weeks ended June 28, 2003 and June 26, 2004 are as follows
(dollars  in  thousands):

<TABLE>
<CAPTION>

<S>                                            <C>            <C>
                                                        THIRTEEN
                                                      WEEKS ENDED
                                               ------------------------
                                                JUNE 28,       JUNE 26,
                                                  2003          2004
                                               -------------  ---------
   . . . . . . . . . . . .                     (UNAUDITED)  (UNAUDITED)
Net income. . . . . . . . . . . . . . . . . .  $         905  $   1,732
Fair value based method compensation expense.             38         56
                                               -------------  ---------
Pro forma net income. . . . . . . . . . . . .  $         867  $   1,676
                                               =============  =========
</TABLE>

<TABLE>
<CAPTION>

<S>                                            <C>            <C>
                                                      TWENTY-SIX
                                                      WEEKS ENDED
                                               ------------------------
                                                JUNE 28,       JUNE 26,
                                                  2003          2004
                                               -------------  ---------
   . . . . . . . . . . . .                     (UNAUDITED)  (UNAUDITED)
Net income. . . . . . . . . . . . . . . . . .  $      11,265  $  11,303
Fair value based method compensation expense.             75         96
                                               -------------  ---------
Pro forma net income. . . . . . . . . . . . .  $      11,190  $  11,207
                                               =============  =========
</TABLE>

                                        5
<PAGE>

2.  CRITICAL  ACCOUNTING  POLICIES

     Critical  accounting policies are those that require us to make assumptions
that are difficult or complex about matters that are uncertain and may change in
subsequent  periods,  resulting  in  changes  to  reported  results.

     The  majority  of  these  accounting  policies  do  not  require us to make
difficult,  subjective  or  complex judgments or estimates or the variability of
the  estimates  is not material. However, the following policies could be deemed
critical.  We  have  discussed these critical accounting policies with the audit
committee  of  the  Board  of  Directors.

-     Accounts  receivable  are primarily from third party payors related to the
sale  of  eyewear  and  include  receivables  from  insurance  reimbursements,
optometrist  management  fees,  credit  card  companies,  merchandise,  rent and
license  fee  receivables.  Our  allowance  for  doubtful  accounts  requires
significant  estimation  and  primarily  consists of amounts owed to us by third
party  insurance  payors.  This  estimate  is  based  on the historical ratio of
collections  to  billings.  Our allowance for doubtful accounts was $3.2 million
and  $4.7  million  at  June  26,  2004  and  June  28,  2003,  respectively.

-     Inventory  consists  principally of eyeglass frames, ophthalmic lenses and
contact lenses and is stated at the lower of cost or market.  Cost is determined
using  the  weighted  average  method which approximates the first-in, first-out
(FIFO)  method.  Our  inventory  reserves require significant estimation and are
based  on  product  with  low  turnover  or  deemed by us to be unsaleable.  Our
inventory  reserve  was  $0.6 million and $0.7 million at June 26, 2004 and June
28,  2003,  respectively.

-     Intangible assets represent approximately 47% of our assets and consist of
the amounts by which the purchase price exceeds the market value of acquired net
assets  ("goodwill"), management agreements and noncompete agreements.  Goodwill
must be tested for impairment at least annually using a "two-step" approach that
involves  the  identification  of  reporting  units  and  the estimation of fair
values.  This  fair  value  estimation  requires  significant  judgment  by  us.

-     We  record  income  taxes  under  SFAS No. 109 using the liability method.
Under  this  method, deferred tax assets and liabilities are determined based on
differences  between financial reporting and tax bases of assets and liabilities
and  are  measured  using  the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.  Valuation allowances for deferred
tax  assets  are  used  to reduce deferred tax assets when it is deemed probable
that  some  portion  or  all  of  the  deferred  tax  assets  will expire before
realization  of  the benefit or that future deductibility is not probable due to
lack  of taxable income.  Although realization is not assured due to our lack of
historical  taxable income and the unpredictability of future taxable income, we
believe that it is probable that all of our deferred tax asset will be realized.

-     We  began  maintaining our own self-insurance group health plan in June of
fiscal  2003.  The  plan  provides medical benefits for participating employees.
We  have  an employers' stop loss insurance policy to cover individual claims in
excess of $150,000 per employee.  The amount charged to health insurance expense
is  based  on estimates obtained from an actuarial firm.  We believe the accrued
liability  of  approximately  $2.1  million,  which is included in other accrued
expenses,  as  of June 26, 2004 is adequate to cover future benefit payments for
claims  that  occurred  prior  to  June  26,  2004.

                                        6
<PAGE>

3.  RELATED  PARTY  TRANSACTIONS

     In  connection with the recapitalization of the company in 1998, we entered
into  a  management agreement with THL Equity Advisors IV, LLC, or THL Advisors,
dated  as  of April 24, 1998.  Pursuant to the management agreement, in addition
to  one  time  fees  that  were  payable  to  THL  Advisors  at  the time of the
recapitalization,  THL  Advisors is entitled to receive (i) management and other
consulting  services  fees  of  $500,000 per year, payable quarterly in advance,
(ii)  one  percent  (1.0%)  of the gross purchase price for acquisitions for its
participation in the negotiation and consummation of any such acquisition, (iii)
reimbursement  of  out-of-pocket  expenses  and (iv) indemnification for certain
liabilities  incurred  in  connection  with  the provision of services under the
management  agreement.  For  each  of the twenty-six week periods ended June 28,
2003  and  June  26,  2004,  we paid THL Advisors aggregate fees and expenses of
approximately  $250,000,  related  to  the management agreement.  The management
agreement continues unless and until terminated by mutual consent of the parties
in writing, for so long as THL Advisors provides management and other consulting
services  to  us.

     During  fiscal  1998,  Bernard W. Andrews, one of our directors and who was
our  Chief  Executive  Officer at the time, purchased $1.0 million of our common
stock,  which  was  paid for by the delivery by Mr. Andrews of a promissory note
payable  to  us  with an original purchase amount of $1.0 million.  Mr. Andrews'
promissory  note  is  accruing  interest  at  a fixed annual rate of 9.0% and is
secured  by  96,061  shares  of  our  common  stock  held  by Bernard W. Andrews
Revocable  Trust  U/A.  As  of June 26, 2004, the accrued interest amount of Mr.
Andrews'  promissory  note  was  $568,605.

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

<TABLE>
<CAPTION>

<S>                                    <C>            <C>
                                              TWENTY-SIX
                                              WEEKS ENDED
                                       ------------------------
                                        JUNE 28,       JUNE 26,
                                          2003          2004
                                       -------------  ---------
   . . . . . . . . . . . .             (UNAUDITED)  (UNAUDITED)

Cash paid for interest. . . . . . . .  $       7,637  $   9,290
Dividends accrued on preferred stock.  $       2,201  $   4,107
Cash paid for taxes . . . . . . . . .  $       1,422  $     757
</TABLE>

5.  REGISTRATION  STATEMENT

     On  May  7,  2004,  we  filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission (the "SEC") for an initial public offering of
Income  Units, where each Income Unit will represent a share of our newly issued
class  A  common  stock  and  a  newly  issued  senior  subordinated  note.  The
transactions  contemplated  by  this  Registration  Statement are subject to SEC
approval  and  we  can  provide  no  assurance  that  these transactions will be
completed.  In  connection with the preparation of the Registration Statement we
incurred and capitalized $0.5 million of offering costs in other assets.  A copy
of  the  Registration  Statement  is  publicly  available at http://www.sec.gov.

6.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)  (DOLLARS  IN  THOUSANDS)

     The  $100.0 million in principal amount of 9 1/8% Senior Subordinated Notes
due  2008  and  $30.0  million  in  principal  amount  of Floating Interest Rate
Subordinated Term Securities due 2008 (collectively, the "Notes") were issued by
us  and are guaranteed by all of our subsidiaries but are not

                                        7
<PAGE>

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

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                        CONSOLIDATING BALANCE SHEET
                                             DECEMBER 27, 2003

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

<TABLE>
<CAPTION>

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


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

                                        9
<PAGE>

<TABLE>
<CAPTION>

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

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

<TABLE>
<CAPTION>

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


<S>                                                         <C>          <C>             <C>       <C>             <C>
                                                                          Guarantor    Consolidated
                                                            Parent       Subsidiaries    ODs       Eliminations    Company
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   11,265   $      16,050   $ 1,242   $     (17,292)  $ 11,265
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
   Depreciation and amortization . . . . . . . . . . . . .       3,485           5,254         -               -      8,739
   Amortization of debt issue costs. . . . . . . . . . . .         663             333         -               -        996
   Deferred liabilities and other. . . . . . . . . . . . .      (4,874)          3,912      (303)              -     (1,265)
   Equity earnings in subsidiaries . . . . . . . . . . . .     (17,689)            397         -          17,292          -
   Increase/(decrease) in operating assets and liabilities      13,465         (18,448)   (1,254)              -     (6,237)
                                                            -----------  --------------  --------  --------------  ---------
Net cash provided by (used in) operating activities. . . .       6,315           7,498      (315)              -     13,498
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (3,046)         (2,988)        -               -     (6,034)
                                                            -----------  --------------  --------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .      (3,046)         (2,988)        -               -     (6,034)
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .      (5,081)            (62)        -               -     (5,143)

Net cash used in financing activities. . . . . . . . . . .      (5,081)            (62)        -               -     (5,143)
                                                            -----------  --------------  --------  --------------  ---------
Net Increase/(decrease) in cash and cash equivalents . . .      (1,812)          4,448      (315)              -      2,321
Cash and cash equivalents at beginning of period . . . . .         554           2,532       364               -      3,450
                                                            -----------  --------------  --------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $   (1,258)  $       6,980   $    49   $           -   $  5,771
                                                            ===========  ==============  ========  ==============  =========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING BALANCE SHEET
                                                  JUNE 26, 2004

<S>                                             <C>          <C>             <C>       <C>             <C>
                                                              Guarantor                              Consolidated
                                                Parent       Subsidiaries    ODs       Eliminations    Company
                                                -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . .  $       24   $       5,251   $   276   $           -   $   5,551
   Accounts and notes receivable . . . . . . .     143,446          52,717     4,163        (188,007)     12,319
   Inventory . . . . . . . . . . . . . . . . .           -          26,025     2,092               -      28,117
   Deferred income taxes . . . . . . . . . . .         570               -         -               -         570
   Prepaid expenses and other. . . . . . . . .           -           2,557        48               -       2,605
                                                -----------  --------------  --------  --------------  ----------
Total current assets . . . . . . . . . . . . .     144,040          86,550     6,579        (188,007)     49,162

Property and equipment . . . . . . . . . . . .           -          49,673        66               -      49,739
Intangibles. . . . . . . . . . . . . . . . . .         166         107,195        87             (25)    107,423
Other assets . . . . . . . . . . . . . . . . .       6,493             724         -               -       7,217
Deferred income taxes. . . . . . . . . . . . .      13,033             455         -               -      13,488
Investment in subsidiaries . . . . . . . . . .      14,060         (14,060)        -
                                                -----------  --------------  -------- --------------   ----------
Total assets . . . . . . . . . . . . . . . . .  $  177,792   $     244,597   $ 6,732   $    (202,092)  $ 227,029
                                                ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
   Accounts payable. . . . . . . . . . . . . .  $      148   $     204,072   $ 8,009   $    (188,007)  $  24,222
   Current portion of long-term debt . . . . .      20,000             281         -               -      20,281
   Deferred revenue. . . . . . . . . . . . . .           -           5,179       455               -       5,634
   Accrued payroll expense . . . . . . . . . .           -           4,926       292               -       5,218
   Accrued interest. . . . . . . . . . . . . .       2,743              (2)        -               -       2,741
   Other accrued expenses. . . . . . . . . . .         (26)         10,637       798               -      11,409
                                                -----------  --------------  --------  --------------  ----------
Total current liabilities. . . . . . . . . . .      22,865         225,093     9,554        (188,007)     69,505
Long-term debt, less current maturities. . . .     202,597           1,977         -               -     204,574
Deferred rent. . . . . . . . . . . . . . . . .           -           4,465       161               -       4,626
Deferred gain. . . . . . . . . . . . . . . . .       1,213             202         -               -       1,415
                                                -----------  --------------  --------  --------------  ----------
Total liabilities. . . . . . . . . . . . . . .     226,675         231,737     9,715        (188,007)    280,120
Shareholders' equity/(deficit)
   Common stock. . . . . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock . . . . . . . . . . . . . .      66,276               -         -               -      66,276
   Additional paid-in capital. . . . . . . . .      27,595          (1,039)   (3,144)            (25)     23,387
  Accumulated equity/(deficit) . . . . . . . .    (142,828)         13,899       161         (14,060)   (142,828)
                                                -----------  --------------  --------  --------------  ----------
Total shareholders' equity/(deficit) . . . . . .   (48,883)         12,860    (2,983)        (14,085)    (53,091)
                                                -----------  --------------  --------  --------------  ----------
                                                $  177,792   $     244,597   $ 6,732   $    (202,092)  $ 227,029
                                                ===========  ==============  ========  ==============  ==========
</TABLE>

<TABLE>
<CAPTION>

                                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                  FOR THE TWENTY-SIX WEEKS ENDED JUNE 26, 2004


<S>                                              <C>          <C>            <C>        <C>             <C>
                                                               Guarantor                            Consolidated
                                                 Parent       Subsidiaries   ODs        Eliminations    Company
                                                 -----------  -------------  ---------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $     (960)  $     163,661  $ 41,737   $           -   $204,438
   Management fees. . . . . . . . . . . . . . .         125          13,637         -         (12,002)     1,760
   Equity earnings in subsidiaries. . . . . . .      21,013               -   (21,013)              -
                                                 -----------  -------------  ---------  -------------- ---------
Total net revenues. . . . . . . . . . . . . . .      20,178         177,298    41,737         (33,015)   206,198
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .       1,932          53,133     8,354               -     63,419
   Selling, general and administrative expenses      (1,837)         98,195    31,887         (12,002)   116,243
                                                 -----------  -------------  ---------  --------------  --------
Total operating costs and expenses. . . . . . .          95         151,328    40,241         (12,002)   179,662
                                                 -----------  -------------  ---------  --------------  --------
Income from operations. . . . . . . . . . . . .      20,083          25,970     1,496         (21,013)    26,536
Interest expense, net . . . . . . . . . . . . .       8,385           1,313         4               -      9,702
Income tax expense. . . . . . . . . . . . . . .         395           5,119        17               -      5,531
                                                 -----------  -------------  ---------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $   11,303   $      19,538  $  1,475   $     (21,013)  $ 11,303
                                                 ===========  =============  =========  ==============  ========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                   FOR THE THIRTEEN WEEKS ENDED JUNE 26, 2004

<S>                                               <C>          <C>            <C>       <C>             <C>
                                                                Guarantor                           Consolidated
                                                  Parent       Subsidiaries   ODs       Eliminations    Company
                                                  -----------  -------------  --------  --------------  --------
Revenues:
   Optical sales . . . . . . . . . . . . . . . .  $     (746)  $      75,355  $18,688   $           -   $ 93,297
   Management fees . . . . . . . . . . . . . . .          50           5,996        -          (5,248)       798
   Equity earnings in subsidiaries . . . . . . .       6,716               -        -          (6,716)         -
                                                  -----------  -------------  --------  --------------  --------
Total net revenues . . . . . . . . . . . . . . .       6,020          81,351   18,688         (11,964)    94,095
Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . . .         915          25,453    3,983               -     30,351
   Selling, general and administrative expenses.        (767)         48,309   14,373          (5,248)    56,667
                                                  -----------  -------------  --------  --------------  --------
Total operating costs and expenses . . . . . . .         148          73,762   18,356          (5,248)    87,018
                                                  -----------  -------------  --------  --------------  --------
Income from operations . . . . . . . . . . . . .       5,872           7,589      332          (6,716)     7,077
Interest expense, net. . . . . . . . . . . . . .       4,142             693        2               -      4,837
Income tax expense/(benefit) . . . . . . . . . .          (2)          1,257     (747)              -        508
                                                  -----------  -------------  --------  --------------  --------
Net income . . . . . . . . . . . . . . . . . . .  $    1,732   $       5,639  $ 1,077   $      (6,716)  $  1,732
                                                  ===========  =============  ========  ==============  ========
</TABLE>

<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                       FOR THE TWENTY-SIX WEEKS ENDED JUNE 26, 2004

<S>                                                         <C>          <C>             <C>      <C>            <C>
                                                                          Guarantor                           Consolidated
                                                            Parent       Subsidiaries    ODs      Eliminations   Company
                                                            -----------  --------------  -------  -------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   11,303   $      19,538   $1,475   $           -  $ 32,316
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
   Depreciation and amortization . . . . . . . . . . . . .           -           7,960        -               -     7,960
   Amortization of debt issue costs. . . . . . . . . . . .          25             979        -               -     1,004
   Deferred liabilities and other. . . . . . . . . . . . .        (100)           (372)      21               -      (451)
   Equity earnings in subsidiaries . . . . . . . . . . . .     (21,013)              -        -               -   (21,013)
   Increase/(decrease) in operating assets and liabilities      23,708         (19,933)    (741)              -     3,034
                                                            -----------  --------------  -------  -------------  ---------
Net cash provided by operating activities. . . . . . . . .      13,923           8,172      755               -    22,850
                                                            -----------  --------------  -------  -------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .           -          (5,895)       -               -    (5,895)
                                                            -----------  --------------  -------  -------------  ---------
Net cash used in investing activities. . . . . . . . . . .           -          (5,895)       -               -    (5,895)
                                                            -----------  --------------  -------  -------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .     (13,966)            (29)       -               -   (13,995)
   Distributions to affiliated OD. . . . . . . . . . . . .           -               -     (720)              -      (720)
   Payments to affect IPO. . . . . . . . . . . . . . . . .           -            (498)       -               -      (498)
                                                            -----------  --------------  -------  -------------  ---------
Net cash used in financing activities. . . . . . . . . . .     (13,966)           (527)    (720)              -   (15,213)
                                                            -----------  --------------  -------  -------------  ---------
Net increase in cash and cash equivalents. . . . . . . . .         (43)          1,750       35               -     1,742
Cash and cash equivalents at beginning of period . . . . .          67           3,501      241               -     3,809
                                                            -----------  --------------  -------  -------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $       24   $       5,251   $  276   $           -  $  5,551
                                                            ===========  ==============  =======  =============  =========
</TABLE>

                                       12
<PAGE>

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

INTRODUCTION

     We  are  the third largest optical retail chain as measured by net revenues
and  the  largest  company  focused  solely  on the optical retail sector in the
United  States.  We  currently  operate  377  stores in 33 states, including 313
directly-owned  optical  stores  and  64  stores  owned  by  an  optometrist's
professional  entity  and managed by us under management agreements.  We operate
in  the $16.3 billion optical retail market.  We believe that key drivers of our
performance  include  (i)  maximizing  our  store profitability, (ii) increasing
transactions  by  offering  both  convenience  and value to our customers, (iii)
capitalizing  on  the  continued  role of managed vision care, and (iv) actively
managing  our  store  base  in  targeted  markets.

     We  have  focused  on improving operating efficiencies and growing sales by
offering  convenience  and value to our customers. During the first two quarters
of  fiscal  2004,  we  continued  to  focus on our value retail promotion of two
complete  pairs  of  single vision eyewear for $99. Optical sales increased 7.5%
and  comparable transaction volume increased 1.4% when compared to the first two
quarters  of  fiscal 2003. We believe these increases were largely the result of
increased  promotional  activity  and overall improvement in the optical market.

     Our  net  revenues derived from managed care plans decreased by 4.2% during
the  first  two quarters of fiscal 2004 as compared to the first two quarters of
fiscal  2003. We believe that optical retail sales through funded managed vision
care  programs  will  increase  over  the  next  several  years.  We have made a
strategic  decision  to pursue funded managed vision care relationships in order
to  help  our  retail  business grow. Discount managed care programs will play a
less  significant  role  in  our  sales  as  our value retail offer becomes more
developed  throughout  our  stores.  Discount  insurance  programs  consist  of
relationships where the customer receives a pre-agreed upon discount on eye care
products  and  often  our  value  promotion prices are lower than these discount
prices.

     While  the  average ticket price on products purchased under managed vision
care  reimbursement  plans  is typically lower, managed vision care transactions
generally require less promotional spending and advertising support.  We believe
that  the increased volume resulting from managed vision care relationships also
compensates  for  the  lower  average  ticket price per transaction.  During the
first  two  quarters of fiscal 2004, approximately 29.3% of our optical revenues
were  derived  from  managed  vision  care programs; however, we expect that the
percent  of  penetration  will  normalize  at  30.0% as our transition to funded
programs  continues and our retail value offer displaces discount managed vision
care  plans.  We  believe  that the role of managed vision care will continue to
benefit  us  and  other  large  optical  retail  chains with strong local market
shares,  broad  geographic coverage and sophisticated information management and
billing  systems.

                                       13
<PAGE>

RESULTS  OF  OPERATIONS

<TABLE>
<CAPTION>

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

<S>                                              <C>           <C>  <C>        <C>  <C>           <C>  <C>        <C>
                                                           THIRTEEN                            TWENTY-SIX
                                                          WEEKS ENDED                          WEEKS ENDED
                                                    ------------------------            -------------------------
                                                    JUNE 28,         JUNE 26,           JUNE 28,         JUNE 26,
                                                      2003             2004               2003             2004
                                                    -------------------------           -------------------------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales                                        99.1    %       99.2    %          99.0    %       99.1   %
   Management fee                                        0.9             0.8                1.0             0.9
                                                 ------------       ---------       ------------       ---------
Total net revenues                                     100.0           100.0              100.0           100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold                                   31.6     *      32.5     *         30.7     *      31.0   *
   Selling, general and administrative expenses         60.3     *      60.7     *         57.6     *      56.9   *
   Amortization of intangibles                           0.1             0.0                0.1             0.0
                                                 ------------       ---------       ------------       ---------
Total operating costs and expenses                      91.1            92.5               87.5            87.1
                                                 ------------       ---------       ------------       ---------
INCOME FROM OPERATIONS                                   8.9             7.5               12.5            12.9
INTEREST EXPENSE, NET                                    5.5             5.2                5.3             4.7
INCOME TAX EXPENSE                                       2.4             0.5                1.3             2.7
                                                 ------------       ---------       ------------       ---------
NET INCOME                                               1.0     %       1.8    %           5.9     %       5.5   %
                                                 ============       =========       ============       =========

*  Percentages based on optical sales only
</TABLE>

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

THE THIRTEEN WEEKS ENDED JUNE 26, 2004 COMPARED TO THE THIRTEEN WEEKS ENDED JUNE
28,  2003.

Net  Revenues.  The  increase  in net revenues to $94.1 million for the thirteen
weeks  ended  June 26, 2004 from $89.7 million for the thirteen weeks ended June
28, 2003 was largely the result of the addition of nine new stores since the end
of the second quarter of fiscal 2003, seven of which were in the Atlanta market,
and  a comparable store sales increase of 0.2% compared to the second quarter of
fiscal 2003. Transaction volume decreased by 0.5% compared to the second quarter
of  fiscal  2003  and  average  ticket  prices increased by 0.7% compared to the
second  quarter  of  fiscal  2003. The relatively flat trend in comparable store
sales  and  transaction  volume  was  mostly due to the weak consumer demand for
optical  products  in the second quarter of fiscal 2004. The increase in average
ticket prices was largely the result of the increase in the sales mix of branded
product  which  has  a higher price point than non-branded frames. Total managed
vision  care  sales  decreased  by 0.2% compared to the second quarter of fiscal
2003.  The  total  managed  vision  care  sales decline was primarily due to the
discontinuation  of  our

                                       14
<PAGE>

participation  in discount, affinity and medicaid plans and the shift of managed
care  participants  to  our retail value promotion. In addition, we opened three
stores  in  the  second  quarter  of  fiscal  2004.

Gross  Profit.  Gross  profit  increased to $63.7 million for the thirteen weeks
ended  June  26,  2004  from $61.6 million for the thirteen weeks ended June 28,
2003.  This  increase was primarily the result of the increase in store base and
an increase in sales of higher margin products.  Gross profit as a percentage of
optical  sales  decreased to 67.5% for the thirteen weeks ended June 26, 2004 as
compared to 68.4% for the thirteen weeks ended June 28, 2003.  This decrease was
largely  due  to  higher  expenditures  in  our  lab  manufacturing  processes.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $56.7
million  for  the  thirteen weeks ended June 26, 2004 from $53.6 million for the
thirteen  weeks  ended  June  28,  2003 which is consistent with the increase in
sales.  SG&A,  as  a  percentage  of  optical  sales, increased to 60.7% for the
thirteen  weeks ended June 26, 2004 from 60.3% for the thirteen weeks ended June
28,  2003.  This  percentage increase was primarily due to increased advertising
promotions  and  retail  payroll  expenditures.  This was offset by economies of
scale  achieved in overhead expenses and the leveraging of depreciation expense.

Amortization  Expense.  No  amortization expense occurred for the thirteen weeks
ended  June  26,  2004  as compared to $0.1 million for the thirteen weeks ended
June  28,  2003.  Our  intangible  balances  have  been  fully  amortized.

Net  Interest  Expense.  Net  interest expense decreased to $4.8 million for the
thirteen  weeks  ended  June  26,  2004 from $4.9 million for the thirteen weeks
ended  June 28, 2003.  This decrease was primarily due to lower outstanding debt
balances  as  compared  to  the  second  quarter  of  fiscal  2003.

Income  Tax  Expense.  Income  tax  expense  decreased  to  $0.5 million for the
thirteen  weeks ended June 26, 2004 from a $2.1 million expense for the thirteen
weeks  ended  June 28, 2003.  This decrease was largely the result of a decrease
in deferred income tax expense and taxable income compared to the second quarter
of  fiscal  2003.

Net  Income.  Net  income increased to $1.7 million for the thirteen weeks ended
June  26,  2004  from  $0.9  million  for the thirteen weeks ended June 28, 2003
primarily  as  a  result  of  the  decrease  in  income  tax  expense.

THE  TWENTY-SIX WEEKS ENDED JUNE 26, 2004 COMPARED TO THE TWENTY-SIX WEEKS ENDED
JUNE  28,  2003.

Net  Revenues. The increase in net revenues to $206.2 million for the twenty-six
weeks  ended  June  26,  2004 from $192.0 million for the twenty-six weeks ended
June  28,  2003  was largely the result of the addition of nine new stores since
the end of the second quarter of fiscal 2003, seven of which were in the Atlanta
market,  during  the last two quarters of fiscal 2003 and the first two quarters
of  fiscal  2004  and  a comparable store sales increase of 2.7% compared to the
first  twenty  six  weeks  of  fiscal 2003. Transaction volume increased by 1.4%
compared  to  the  first  two  quarters of fiscal 2003 and average ticket prices
increased  by  1.4%  compared  to  the  first  two  quarters of fiscal 2003. The
increase  in  comparable store sales and transaction volume was the result of an
overall  improvement in the retail optical market and an increase in promotional
activity  in  the  first  two  quarters  of fiscal 2004. The increase in average
ticket prices was largely the result of the increase in the sales mix of branded
product  which  has a higher price point than non-branded frames. Funded managed
vision care sales increased by 1.0% compared to the first two quarters of fiscal
2003.  Total  managed  vision care sales decreased by

                                       15
<PAGE>

4.2% compared to the first two quarters of fiscal 2003. The total managed vision
care sales decline was primarily due to the discontinuation of our participation
in  discount,  affinity  and  medicaid  plans  and  the  shift  of  managed care
participants to our retail value promotion. In addition, we opened six stores in
the  first  two  quarters  of  fiscal  2004.

Gross Profit.  Gross profit increased to $142.8 million for the twenty-six weeks
ended  June 26, 2004 from $133.7 million for the twenty-six weeks ended June 28,
2003,  primarily  as  a  result  of  an  increase  in  sales.  Gross profit as a
percentage  of  optical  sales decreased to 69.0% for the twenty-six weeks ended
June 26, 2004 as compared to 69.3% for the twenty-six weeks ended June 28, 2003.
This decrease was largely due to an increase in mix of branded frames which have
a higher acquisition cost than non-branded frames as well as higher expenditures
in  our  lab  manufacturing  processes.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A increased to $116.2
million for the twenty-six weeks ended June 26, 2004 from $109.5 million for the
twenty-six  weeks  ended  June 28, 2003 which is consistent with the increase in
sales.  SG&A,  as  a  percentage  of  optical  sales, decreased to 56.9% for the
twenty-six  weeks  ended June 26, 2004 from 57.6% for the twenty-six weeks ended
June 28, 2003.  This percentage decrease was primarily due to economies of scale
achieved  in overhead expenses and the leveraging of depreciation  expense.

Amortization Expense.  No amortization expense occurred for the twenty-six weeks
ended  June  26, 2004 as compared to $0.1 million for the twenty-six weeks ended
June  28,  2003.  Our  intangible  balances  have  been  fully  amortized.

Net  Interest  Expense.  Net  interest expense decreased to $9.7 million for the
twenty-six weeks ended June 26, 2004 from $10.2 million for the twenty-six weeks
ended  June 28, 2003.  This decrease was primarily due to lower outstanding debt
balances  as  compared  to  the  first  two  quarters  of  fiscal  2003.

Income  Tax  Expense.  Income  tax  expense  increased  to  $5.5 million for the
twenty-six  weeks  ended  June  26,  2004  from  a  $2.6 million expense for the
twenty-six  weeks  ended  June 28, 2003.  This increase was primarily due to the
utilization  of  our net operating loss deduction in the first quarter of fiscal
2004.  During  the  first  quarter  of fiscal 2003, our net operating loss fully
offset  taxable  income.

Net  Income.  Net income remained flat at $11.3 million for the twenty-six weeks
ended  June  26,  2004  and  June  28,  2003,  respectively.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

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

                                       16
<PAGE>

SOURCES  OF  CAPITAL

     Our  principal  sources  of  capital are from cash on hand, cash flows from
operating  activities  and  funding  from  our credit facility.  Cash flows from
operating activities provided net cash of $22.9 million for the twenty-six weeks
ended  June  26,  2004 and $13.5 million for the twenty-six weeks ended June 28,
2003.  As  of  June  26,  2004 we had $5.6 million of cash available to meet our
obligations.

     Payments  on  debt  have been our principal financing activity.  Cash flows
from  financing  activities  used  net  cash of $15.2 million for the twenty-six
weeks  ended  June  26,  2004  compared to $5.1 million for the twenty-six weeks
ended  June  28,  2003.

     Our  working  capital  primarily  consists  of  cash  and cash equivalents,
accounts  receivable, inventory, accounts payable and accrued expenses and was a
deficit  of  $20.3  million  for  the twenty-six weeks ended June 26, 2004.  Our
level  of working capital has remained relatively consistent from June 28, 2003.

     Capital  expenditures were $5.9 million for the twenty-six weeks ended June
26,  2004 compared to $6.0 million for the twenty-six weeks ended June 28, 2003.
Capital  expenditures  for  all of fiscal 2004 are projected to be approximately
$11.0  million.  Of  the planned fiscal 2004 capital expenditures, approximately
$3.4  million  is  related  to  commitments to new stores and approximately $7.6
million  is  expected  to be for maintenance of existing facilities and systems.

LONG-TERM  DEBT

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

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

<TABLE>

<CAPTION>

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

     In  connection  with  the borrowings made under the Facilities, we incurred
approximately $4.8 million in debt issuance costs.  These amounts are classified
within  other  assets in the accompanying balance sheets and are being amortized
over  the  life of the Facilities. The unamortized amount of debt issuance costs
as  of  June  26,  2004  related  to  the  Facilities  was  $2.9  million.

     At  June  26,  2004,  we  had  $129.8  million in notes payable outstanding
evidenced  by  the  Notes (as defined below), $29.0 million and $59.8 million in
term loans outstanding under the Term Loan A and Term Loan B, respectively, $4.0
million  outstanding  under  the  revolving  credit facility and $2.3 million in
capital  lease  and equipment obligations. We had $18.8 million of our revolving
credit  facility  available  to finance working capital requirements and general
corporate  purposes  as  of  June  26,  2004.

                                       17
<PAGE>

     The  Facilities  are  collateralized  by all of our tangible and intangible
assets,  including  the  stock  of  our subsidiaries.  In addition, we must meet
certain  financial  covenants  including  minimum  EBITDA,  interest  coverage,
leverage  ratio  and  capital  expenditures.  As  of  June  26, 2004, we were in
compliance  with  all  of  our  financial  covenants.

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

     The  Notes  are  guaranteed  on  a  senior subordinated basis by all of our
subsidiaries.  The  Notes  and  related  guarantees:

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

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

<TABLE>

<CAPTION>

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

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

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

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

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

                                       18
<PAGE>

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

     CONTRACTUAL  OBLIGATIONS.  We  are  committed  to make cash payments in the
future  on  the  following  types  of  agreements:

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

     The following table reflects a summary of our contractual obligations as of
June  26,  2004:

<TABLE>

<CAPTION>

<S>                              <C>                      <C>      <C>      <C>         <C>
                                                 Payments due by period (dollars in thousands)
                                              -------------------------------------------------
                                                  Total   Less than   1 to     3 to   More than
                                                             1 yr.   3 yrs     5 yrs    5 yrs

Long Term Debt. . . . . . . . .  $               222,597  $20,000  $28,951  $  173,646  $     -
Capital Lease Obligations . . .                    2,258      281      630       1,039      308
Operating Leases. . . . . . . .                  154,009   31,937   52,942      39,353   29,777
Purchase Obligations. . . . . .                        -        -        -           -        -
                                 -----------------------  -------  -------  ----------  -------
Total future principal payments
   on contractual obligations .  $               378,864  $52,218  $82,523  $  214,038  $30,085
                                 =======================  =======  =======  ==========  =======
</TABLE>


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

     FUTURE  CAPITAL  RESOURCES. Based upon current operations, anticipated cost
savings  and  future  growth,  we  believe  that  our cash flow from operations,
together with borrowings currently available under the Revolver, are adequate to
meet  our anticipated requirements for working capital, capital expenditures and
scheduled  principal  and interest payments through the next twelve (12) months.
Our ability to satisfy our financial covenants under the Facilities, to meet our
debt  service  obligations  and  to  reduce  our  debt will depend on our future
performance,  which  in turn, will be subject to general economic conditions and
to financial, business, and other factors, including factors beyond our control.
In  the  event  we  do  not  satisfy  our  financial  covenants set forth in the
Facilities,  we  may attempt to renegotiate the terms of the Facilities with our
lenders for further amendments to, or waivers of, the financial covenants of the
Facilities. We believe that our ability to repay the Term Loan A and Term Loan B
and  amounts  outstanding  under  the  Revolver  at maturity will likely require
additional  financing.  We  cannot  assume  that  additional  financing  will be
available  to  us.  A  portion  of  our  debt  bears interest at floating rates;
therefore,  our  financial  condition  is  and  will  continue to be affected by
changes  in  prevailing  interest  rates.

                                       19
<PAGE>

INFLATION

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

SEASONALITY  AND  QUARTERLY  RESULTS

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

FORWARD-LOOKING  STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the Securities Exchange Act of 1934, as amended.  All statements
other  than statements of historical facts included in this report regarding our
financial  position,  business  strategy,  budgets  and  plans and objectives of
management  for  future  operations are forward-looking statements.  Although we
believe  that  the expectations reflected in such forward-looking statements are
reasonable,  we  can give no assurance that such expectations will prove to have
been  correct.  Such forward-looking statements involve known and unknown risks,
uncertainties  and  other factors that may cause our actual results, performance
or  achievements,  or  industry  results,  to be materially different from those
contemplated  or projected, forecasted, estimated or budgeted in or expressed or
implied by such forward-looking statements.  Such factors include, among others,
the  risk  and other factors set forth under "Risk Factors" in our Annual Report
on  Form  10-K  for  fiscal  2003 as well as the following: general economic and
business  conditions; industry trends; the loss of major customers, suppliers or
managed  vision  care contracts; cost and availability of raw materials; changes
in  business  strategy  or  development  plans;  availability  and  quality  of
management;  and  availability,  terms  and  deployment  of  capital.  SPECIAL
ATTENTION  SHOULD  BE  PAID TO THE FACT THAT CERTAIN STATEMENTS CONTAINED HEREIN
ARE  FORWARD-LOOKING  INCLUDING,  BUT NOT LIMITED TO, STATEMENTS RELATING TO (I)
OUR  ABILITY  TO  EXECUTE  OUR BUSINESS STRATEGY (INCLUDING, WITHOUT LIMITATION,
WITH  RESPECT  TO NEW STORE OPENINGS AND INCREASING OUR PARTICIPATION IN MANAGED
VISION  CARE  PROGRAMS),  (II)  OUR  ABILITY  TO  OBTAIN SUFFICIENT RESOURCES TO
FINANCE  OUR  WORKING  CAPITAL AND CAPITAL EXPENDITURE NEEDS AND PROVIDE FOR OUR
OBLIGATIONS; (III) THE CONTINUING SHIFT IN THE OPTICAL RETAIL INDUSTRY OF MARKET
SHARE FROM INDEPENDENT PRACTITIONERS AND SMALL REGIONAL CHAINS TO LARGER OPTICAL
RETAIL  CHAINS; (IV) INDUSTRY SALES GROWTH; (V) IMPACT OF REFRACTIVE SURGERY AND
OTHER  CORRECTIVE  VISION  TECHNIQUES;  (VI)  DEMOGRAPHIC  TRENDS;  (VII)  OUR
MANAGEMENT  ARRANGEMENTS  WITH  PROFESSIONAL CORPORATIONS; (VIII) OUR ABILITY TO
OBTAIN  ADDITIONAL  FINANCING  TO REPAY OUR CREDIT FACILITY OR NOTES AT MATURITY
AND  (IX)  THE  CONTINUED  MEDICAL  INDUSTRY EFFORTS TO REDUCE MEDICAL COSTS AND
THIRD  PARTY  REIMBURSEMENTS.

                                       20
<PAGE>

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

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

     Our  primary  market  risk  exposure is interest rate risk.  As of June 26,
2004,  $122.6  million  of  our  long-term debt bore interest at variable rates.
Accordingly,  our  net  income  is  affected  by  changes in interest rates with
specific  vulnerability  to changes in LIBOR.  For every two hundred basis point
change  in  the  average  interest  rate  under  our $122.6 million in long-term
borrowings,  our  annual  interest  expense  would  change by approximately $2.5
million.

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

ITEM  4.     CONTROLS  AND  PROCEDURES

     In  accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation,  under  the  supervision  and  with the participation of management,
including  our  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  as  of  the end of the period covered by this report.  Based on that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  the  design  and  operation of our disclosure controls and procedures were
effective  as  of June 26, 2004 to provide reasonable assurance that information
required  to  be  disclosed in our reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in  the  Securities  and  Exchange  Commission's  rules  and  forms.

     There  has been no change in our internal controls over financial reporting
that  occurred  during  the  twenty-six  weeks  ended  June  26,  2004  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

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

                                       21
<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

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

<C>   <S>

3.1  Restated Articles of Incorporation of Eye Care Centers of America, Inc. (a)
3.2  Statement  of  Resolution  of the Board of Directors of Eye Care Centers of
     America,  Inc.  designating  a  series  of  Preferred  Stock.  (a)
3.3  Amended  and  Restated  By-laws  of  Eye  Care Centers of America, Inc. (a)
4.1  Indenture,  dated  as of April 24, 1998, among Eye Care Centers of America,
     Inc.,  the  Guarantors named therein and United States Trust Company of New
     York,  as  Trustee  for  the  9 1/8% Senior Subordinated Notes Due 2008 and
     Floating  Interest  Rate  Subordinated  Term  Securities.  (c)
4.2  Form  of  Fixed  Rate  Exchange  Note.  (b)
4.3  Form  of  Floating  Rate  Exchange  Note.  (b)
4.4  Form  of  Guarantee.  (b)
4.5  Registration  Rights  Agreement,  dated  April24,  1998,  between  Eye Care
     Centers  of  America,  Inc.,  the  subsidiaries  of  the  Company  named as
     guarantors  therein, BT Alex. Brown Incorporated and Merrill Lynch, Pierce,
     Fenner  &  Smith  Incorporated.  (a)
31.1 Certification  of  Chief  Executive  Officer  (d)
31.2 Certification  of  Chief  Financial  Officer  (d)
32.1 Certification  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to
     section  906  of  the  Sarbanes-Oxley  Act  of  2002  (d)
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>

<C>   <S>

                                    SIGNATURE
                        EYE CARE CENTERS OF AMERICA, INC.

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




Date: August 10, 2004
/s/  Alan E. Wiley
----------------------------------------------------
Alan E. Wiley
Executive Vice President and Chief Financial Officer
</TABLE>

<PAGE>