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

(Mark  One)

[X]     Quarterly  report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange  Act  of  1934
        FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  30,  2002

                                       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 of other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                     Identification number)

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

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

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

                          Yes   X                         No
                               ---                            ---

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

           Class                                     Outstanding at May 11, 2002
           -----                                     ---------------------------
   Common  Stock,  $.01  par  value                       7,407,289   shares

<PAGE>

<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 29, 2001
             and March 30,2002  (Unaudited)                                   2

        Condensed  Consolidated  Statements  of Income for the
             Thirteen Weeks Ended March  31,  2001  (Unaudited)
             and  March  30,  2002  (Unaudited)                               3

        Condensed  Consolidated  Statements  of  Cash  Flows for the
             Thirteen Weeks Ended  March  31,  2001  (Unaudited)
             and  March  30,  2002  (Unaudited)                               4

        Notes  to  Condensed  Consolidated  Financial  Statements          5-10

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                         11-16

Item 3. Quantitative and Qualitative Disclosures About Market Risk           17

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   17

Item 6.  Exhibits and Reports on Form 8-K                                 18-19

                                        1
<PAGE>

</TABLE>

<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 29,          MARCH 30,
                                                   2001                2002
                                         -------------------  ----------------
ASSETS                                                             (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $            3,372   $         3,462
   Accounts and notes receivable, net .              10,275            11,527
   Inventory. . . . . . . . . . . . . .              24,665            24,753
   Prepaid expenses and other . . . . .               3,389             2,659
   Deferred income taxes. . . . . . . .               1,337             1,337
                                         -------------------  ----------------
Total current assets. . . . . . . . . .              43,038            43,738

PROPERTY & EQUIPMENT, net . . . . . . .              64,518            61,936
INTANGIBLE ASSETS, net. . . . . . . . .             109,453           108,612
OTHER ASSETS. . . . . . . . . . . . . .               8,004             7,539
                                         -------------------  ----------------
Total assets. . . . . . . . . . . . . .  $          225,013   $       221,825
                                         ===================  ================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $           21,749   $        26,721
   Current maturities of long-term debt              13,786            10,720
   Deferred revenue . . . . . . . . . .               6,557             6,854
   Accrued payroll expense. . . . . . .               5,733             6,320
   Accrued interest                                   3,284             5,860
   Other accrued expenses . . . . . . .               8,500             9,108
                                         -------------------  ----------------
Total current liabilities . . . . . . .              59,609            65,583

DEFERRED INCOME TAXES . . . . . . . . .               1,337             1,337
LONG TERM DEBT, less current maturities             260,777           241,677
DEFERRED RENT . . . . . . . . . . . . .               3,790             3,848
DEFERRED GAIN . . . . . . . . . . . . .               1,999             1,941
                                         -------------------  ----------------
Total liabilities . . . . . . . . . . .             327,512           314,386
                                         -------------------  ----------------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .                  74                74
   Preferred stock. . . . . . . . . . .              48,134            49,699
   Additional paid-in capital . . . . .              43,474            41,801
   Accumulated deficit. . . . . . . . .            (194,181)         (184,135)
                                         -------------------  ----------------
Total shareholders' deficit . . . . . .            (102,499)          (92,561)
                                         -------------------  ----------------
                                         $          225,013   $       221,825
                                         ===================  ================
</TABLE>

See  Notes  to  Condensed  Consolidated  Financial  Statements.

                                        2
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                              <C>               <C>
                                                              THIRTEEN WEEKS
                                                                   ENDED
                                                   --------------------------------
                                                       MARCH 31,          MARCH 30,
                                                         2001               2002
                                                 ----------------  ----------------
                                                      (Unaudited)       (Unaudited)
NET REVENUES:
   Optical sales. . . . . . . . . . . . . . . .  $         92,651  $        102,688
   Management fee . . . . . . . . . . . . . . .               913               989
                                                 ----------------  ----------------
Total net revenues. . . . . . . . . . . . . . .            93,564           103,677

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . .            28,464            32,068
   Selling, general and administrative expenses            53,780            55,441
   Amortization of intangibles:
     Goodwill . . . . . . . . . . . . . . . . .             1,457                 -
     Noncompete and other intangibles . . . . .               792               841
                                                 ----------------  ----------------
Total operating costs and expenses. . . . . . .            84,493            88,350
                                                 ----------------  ----------------
INCOME FROM OPERATIONS. . . . . . . . . . . . .             9,071            15,327
INTEREST EXPENSE, NET . . . . . . . . . . . . .             7,530             5,069
INCOME TAX EXPENSE. . . . . . . . . . . . . . .               145               212
                                                 ----------------  ----------------
NET INCOME. . . . . . . . . . . . . . . . . . .  $          1,396  $         10,046
                                                 ================  ================
</TABLE>

See  Notes  to  Condensed  Consolidated  Financial  Statements.

                                        3
<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                                  <C>               <C>
                                                                                  THIRTEEN WEEKS
                                                                                      ENDED
                                                                     ---------------------------------
                                                                           MARCH 31,         MARCH 30,
                                                                             2001              2002
                                                                     ----------------  ----------------
                                                                          (Unaudited)       (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $         1,396   $        10,046
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization.                                    7,763             5,546
             Loan cost amortization . . . . . . . . . . . . . . . .              482               417
             Deferred liabilities and other . . . . . . . . . . . .              517               355
             Loss on disposition of property and equipment. . . . .              131                 -
        Increase in operating assets and liabilities. . . . . . . .            3,428             8,112
                                                                     ----------------  ----------------
Net cash provided by operating activities.                                    13,717            24,476
                                                                     ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Acquisition of property and equipment. . . . . . . . .           (1,007)           (2,155)
             Proceeds from sale of property and equipment . . . . .                -                32
             Payments received on notes receivable. . . . . . . . .                2                 -
                                                                     ----------------  ----------------
Net cash used in investing activities . . . . . . . . . . . . . . .           (1,005)           (2,123)
                                                                     ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Payments on debt and capital leases. . . . . . . . . .          (15,133)          (22,178)
             Payments related to debt issuance. . . . . . . . . . .              680                 -
             Proceeds from issuance of debt . . . . . . . . . . . .               66                 -
             Distribution to affiliated OD. . . . . . . . . . . . .                -               (85)
                                                                     ----------------  ----------------
Net cash used in financing activities . . . . . . . . . . . . . . .          (14,387)          (22,263)
                                                                     ----------------  ----------------
NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . .           (1,675)               90
CASH AND CASH EQUIVALENTS, beginning of period                                 3,971             3,372
                                                                     ----------------  ----------------
CASH AND CASH EQUIVALENTS, end of period. . . . . . . . . . . . . .  $         2,296   $         3,462
                                                                     ================  ================
</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 the accounts of Eye
Care Centers of America, Inc., its wholly owned subsidiaries and certain private
optometrists  for  whom  the  Company performs management services  (the "ODs").
All  significant  intercompany accounts and transactions have been eliminated in
consolidation.  Certain  reclassifications  have  been  made to the prior period
statements  to  conform  to the current period presentation.  Unless the context
otherwise  requires,  the  term  "Company"  shall  refer  to Eye Care Centers of
America,  Inc.  and  its  subsidiaries,  collectively.

     The accompanying unaudited Condensed Consolidated Financial Statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation S-X.  Accordingly, they do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial statements.   In the opinion of management, all adjustments considered
necessary  for  a  fair  presentation  have  been  included and are of a normal,
recurring  nature.  Operating  results  for the thirteen week period ended March
30,  2002 are not necessarily indicative of the results that may be expected for
the  fiscal  year  ended  December  28,  2002  ("fiscal  2002").  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  29,  2001  ("fiscal  2001").

2.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24, 1998 (as amended, the "Management Agreement"). The
Management  Agreement  was  amended  as  of  December  31,  2000  to  reduce the
management  fees  to  $250,000  per  year plus expenses for management and other
consulting services provided to the Company.  After a term of ten years from the
closing  date,  the Management Agreement is automatically renewable on an annual
basis  unless  either  party  serves  notice of termination at least ninety days
prior to the renewal date. For both of the thirteen week periods ended March 31,
2001  and March 30, 2002, the Company incurred $62,500 related to the agreement.

3.  INCOME  TAXES

Deferred  tax assets and liabilities are determined based on differences between
financial  reporting  and  tax  basis of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are  expected  to  reverse.  The  Company currently has a net deferred tax asset
related  to  its  temporary  differences.  Based  upon  the  weight of available
evidence  allowed  under  the  criteria  set  forth under FAS Statement No. 109,
including  the lack of carryback potential, uncertainties exist as to the future
realization  of  the  deferred  tax  assets. These uncertainties include lack of
carryback  potential  as  the Company has incurred taxable losses in past years.
The  Company  has  established  a  full valuation allowance for its deferred tax
assets.

                                        5
<PAGE>

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

<TABLE>
<CAPTION>

<S>                                     <C>            <C>
                                           THIRTEEN       THIRTEEN
                                          WEEKS ENDED    WEEKS ENDED
                                           MARCH 31,      MARCH 30,
                                             2001           2002
                                        -------------  -------------
                                          (UNAUDITED)    (UNAUDITED)

Cash paid for interest                $       3,379  $       1,948
Dividends accrued on preferred stock  $       1,376  $       1,564
</TABLE>

5.  NEW  ACCOUNTING  PRONOUNCEMENTS

     In  August  2001,  the Financial Accounting Standards Board ("FASB") issued
SFAS  No.  144, "Accounting for theImpairment or Disposal of Long-Lived Assets "
SFAS  No.  144  supersedes SFAS 121,"Accounting for the Impairment of Long-Lived
Assets  and for Long-Lived Assets toBe Disposed Of" and other related accounting
guidance.  The  Company adopted SFASNo. 144 in the first quarter of fiscal 2002.
The  Company  has  evaluated  the  impact  of  SFAS  No. 144 on its consolidated
financial  statements and, based upon its analysis, the Company believes that no
impairment  of long-lived assets exists. In July 2001, the FASB issued SFAS No's
141  and 142, "Business Combinations" and "Goodwill and Other Intangibles." FASB
141  requires  all  business  combinations  initiated  after June 30, 2001 to be
accounted  for  using the purchase method. Under FASB 142, goodwill is no longer
subject  to  amortization  over  its  estimated useful life. Rather, goodwill is
subject  to  at  least an annual assessment for impairment applying a fair-value
based  test.  Additionally,  an  acquired  intangible asset should be separately
recognized  if  the  benefit  of  the  intangible  asset  is  obtained  through
contractual  or  other  legal  rights,  or  if the intangible asset can be sold,
transferred, licensed, rented, or exchanged, regardless of the acquirer's intent
to  do  so.  Any  impairment  resulting  from  the  initial  application  of the
statements  is  to be recorded as a cumulative effect of accounting change as of
December  2001.  The  Company  adopted both statements on December 30, 2001. The
Company  has performed the required impairment tests of goodwill and, based upon
its  analysis,  the  Company believes that no impairment of goodwill exists. The
Company's  pro  forma  net  income  with goodwill amortization excluded was $2.9
million  and $10.0 million for the thirteen weeks ended March 31, 2001 and March
30,  2002,  respectively.

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

                                        6
<PAGE>

<TABLE>
<CAPTION>

                                    CONDENSED CONSOLIDATING BALANCE SHEET
                                               DECEMBER 29, 2001


<S>                                      <C>         <C>             <C>       <C>             <C>
                                                      Guarantor                                Consolidated
                                         Parent      Subsidiaries    ODs       Eliminations       Company
                                         ----------  --------------  --------  --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents             $     755   $       2,209   $   408   $           -   $       3,372
   Accounts and notes receivable           121,675          35,434     2,434        (149,268)         10,275
   Inventory                                15,371           7,747     1,547               -          24,665
   Prepaid expenses and other                2,152           1,191        46               -           3,389
   Deferred income taxes                     1,337               -         -               -           1,337
                                         ----------  --------------  --------  --------------  --------------
Total current assets                       141,290          46,581     4,435        (149,268)         43,038

Property and equipment                      37,568          26,950         -               -          64,518
Intangibles                                 16,693          92,673        87               -         109,453
Other assets                                 7,298             706         -               -           8,004
Investment in subsidiaries                 (25,830)              -         -          25,830               -
                                         ----------  --------------  --------  --------------  --------------
Total Assets                             $ 177,019   $     166,910   $ 4,522   $    (123,438)  $     225,013
                                         ==========  ==============  ========  ==============  ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                      $  17,551   $     145,646   $ 7,820   $    (149,268)  $      21,749
   Current portion of long-term debt        13,431             355         -               -          13,786
   Deferred revenue                          3,620           2,937         -               -           6,557
   Accrued payroll expense                   2,940           2,789         4               -           5,733
   Accrued interest                          2,989             295         -               -           3,284
   Other accrued expenses                    4,894           2,708       898               -           8,500
                                         ----------  --------------  --------  --------------  --------------
Total current liabilities                   45,425         154,730     8,722        (149,268)         59,609

Deferred income taxes                        1,337               -         -               -           1,337
Long-term debt, less current maturities    228,537          32,140       100               -         260,777
Deferred rent                                2,482           1,308         -               -           3,790
Deferred gain                                1,530             469         -               -           1,999
                                         ----------  --------------  --------  --------------  --------------
Total liabilities                          279,311         188,647     8,822        (149,268)        327,512
                                         ----------  --------------  --------  --------------  --------------
Shareholders' deficit:
   Common stock                                 74               -         -               -              74
   Preferred stock                          48,134               -         -               -          48,134
   Additional paid-in capital               43,681           1,092    (1,299)              -          43,474
   Accumulated deficit                    (194,181)        (22,829)   (3,001)         25,830        (194,181)
                                         ----------  --------------  --------  --------------  --------------
Total shareholders' deficit               (102,292)        (21,737)   (4,300)         25,830        (102,499)
                                         ----------  --------------  --------  --------------  --------------
                                         $ 177,019   $     166,910   $ 4,522   $    (123,438)  $     225,013
                                         ==========  ==============  ========  ==============  ==============
</TABLE>

                                        7
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<TABLE>
<CAPTION>

                                    CONDENSED CONSOLIDATING INCOME STATEMENT
                                  FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2001


<S>                                              <C>      <C>            <C>      <C>             <C>
                                                            Guarantor                             Consolidated
                                                 Parent   Subsidiaries   ODs      Eliminations       Company
                                                 -------  -------------  -------  --------------  -------------
Revenues:
   Optical sales                                 $45,744  $      30,503  $16,404  $           -   $      92,651
   Management fees                                   270          6,228        -         (5,585)            913
   Investment earnings in subsidiaries             5,216              -        -         (5,216)              -
                                                 -------  -------------  -------  --------------  -------------
Total net revenues                                51,230         36,731   16,404        (10,801)         93,564
Operating costs and expenses:
   Cost of goods sold                             14,726         10,588    3,150              -          28,464
   Selling, general and administrative expenses   28,164         18,174   13,027         (5,585)         53,780
   Amortization of intangibles:
     Goodwill                                          -          1,456        1              -           1,457
     Noncompete and other intangibles                264            528        -              -             792
                                                 -------  -------------  -------  --------------  -------------
Total operating costs and expenses                43,154         30,746   16,178         (5,585)         84,493
                                                 -------  -------------  -------  --------------  -------------
Income from operations                             8,076          5,985      226         (5,216)          9,071
Interest expense, net                              6,659            869        2              -           7,530
Income tax expense                                    21            124        -              -             145
                                                 -------  -------------  -------  --------------  -------------
Net income                                       $ 1,396  $       4,992  $   224  $      (5,216)  $       1,396
                                                 =======  =============  =======  ==============  =============
</TABLE>


<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                        FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2001


<S>                                                         <C>        <C>             <C>   <C>             <C>
                                                                        Guarantor                            Consolidated
                                                            Parent     Subsidiaries    ODs   Eliminations       Company
                                                            ---------  --------------  ----  --------------  --------------
Cash flows from operating activities:
Net income                                                  $  1,396   $       4,992   $224  $      (5,216)  $       1,396
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
   Depreciation and amortization                               3,555           4,207      1              -           7,763
   Other amortization                                            (28)            510      -              -             482
   Deferred liabilities and other                                158             359      -              -             517
   Loss on disposition of property and  equipment                 73              58      -              -             131
   Increase/(decrease) in operating assets and liabilities    14,588         (11,237)    77              -           3,428
                                                            ---------  --------------  ----  --------------  --------------
Net cash provided by (used in) operating activities           19,742          (1,111)   302         (5,216)         13,717
                                                            ---------  --------------  ----  --------------  --------------
Cash flows from investing activities:
   Acquisition of property and equipment                        (876)           (131)     -              -          (1,007)
   Payment received on notes receivable                            -               2      -              -               2
   Investment in Subsidiaries                                 (5,216)              -      -          5,216               -
                                                            ---------  --------------  ----  --------------  --------------
Net cash used in investing activities                         (6,092)           (129)     -          5,216          (1,005)
                                                            ---------  --------------  ----  --------------  --------------
Cash flows from financing activities:
   Payments on debt and capital leases                       (15,000)           (133)     -              -         (15,133)
   Payments related to debt issuance                               -             680      -              -             680
   Proceeds from issuance of debt                                  -              66      -              -              66
                                                            ---------  --------------  ----  --------------  --------------
Net cash provided by (used in) financing activities          (15,000)            613      -              -         (14,387)
                                                            ---------  --------------  ----  --------------  --------------
Net increase (decrease) in cash and cash equivalents          (1,350)           (627)   302              -          (1,675)
Cash and cash equivalents at beginning of period               2,215           1,187    569              -           3,971
                                                            ---------  --------------  ----  --------------  --------------
Cash and cash equivalents at end of period                  $    865   $         560   $871  $           -   $       2,296
                                                            =========  ==============  ====  ==============  ==============
</TABLE>

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                    CONDENSED CONSOLIDATING BALANCE SHEET
                                                MARCH 30, 2002


<S>                                      <C>         <C>             <C>       <C>             <C>
                                                      Guarantor                                Consolidated
                                         Parent      Subsidiaries    ODs       Eliminations       Company
                                         ----------  --------------  --------  --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents             $   1,675   $       1,380   $   407   $           -   $       3,462
   Accounts and notes receivable           108,317          39,554     3,263        (139,607)         11,527
   Inventory                                15,961           7,285     1,507               -          24,753
   Prepaid expenses and other                1,560           1,051        48               -           2,659
   Deferred income taxes                     1,337               -         -               -           1,337
                                         ----------  --------------  --------  --------------  --------------
Total current assets                       128,850          49,270     5,225        (139,607)         43,738

Property and equipment                      36,294          25,642         -               -          61,936
Intangibles                                 16,693          91,832        87               -         108,612
Other assets                                 6,883             656         -               -           7,539
Investment in subsidiaries                 (16,439)              -         -          16,439               -
                                         ----------  --------------  --------  --------------  --------------
Total Assets                             $ 172,281   $     167,400   $ 5,312   $    (123,168)  $     221,825
                                         ==========  ==============  ========  ==============  ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                      $  21,605   $     137,301   $ 7,422   $    (139,607)  $      26,721
   Current portion of long-term debt        10,431             289         -               -          10,720
   Deferred revenue                          3,824           2,977        53               -           6,854
   Accrued payroll expense                   3,688           2,628         4               -           6,320
   Accrued interest                          5,571             289         -               -           5,860
   Other accrued expenses                    4,648           3,555       905               -           9,108
                                         ----------  --------------  --------  --------------  --------------
Total current liabilities                   49,767         147,039     8,384        (139,607)         65,583

Deferred income taxes                        1,337               -         -               -           1,337
Long-term debt, less current maturities    209,459          32,118       100               -         241,677
Deferred rent                                2,496           1,352         -               -           3,848
Deferred gain                                1,491             450         -               -           1,941
                                         ----------  --------------  --------  --------------  --------------
Total liabilities                          264,550         180,959     8,484        (139,607)        314,386
                                         ----------  --------------  --------  --------------  --------------
Shareholders' deficit:
   Common stock                                 74               -         -               -              74
   Preferred stock                          49,699               -         -               -          49,699
   Additional paid-in capital               42,093           1,092    (1,384)              -          41,801
   Accumulated deficit                    (184,135)        (14,651)   (1,788)         16,439        (184,135)
                                         ----------  --------------  --------  --------------  --------------
Total shareholders' deficit                (92,269)        (13,559)   (3,172)         16,439         (92,561)
                                         ----------  --------------  --------  --------------  --------------
                                         $ 172,281   $     167,400   $ 5,312   $    (123,168)  $     221,825
                                         ==========  ==============  ========  ==============  ==============
</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>

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


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


<TABLE>
<CAPTION>

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


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

                                       10
<PAGE>

           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 358 stores, 291 of which are optical
superstores.  The  Company  operates  predominately  under  the  trade  name
"EyeMasters,"  and  in  certain  geographical  regions  under  the  trade  names
"Binyon's,"  "Visionworks," "Hour Eyes," "Dr. Bizer's VisionWorld," "Dr. Bizer's
ValuVision,"  "Doctor's  VisionWorld,"  "Doctor's  ValuVision," "Stein Optical,"
"Vision  World,"  "Doctor's VisionWorks" and "Eye DRx."  The Company operates in
the $5.4 billion retail optical chain sector of the $15.9 billion optical retail
market. Management believes that key drivers of growth for retail optical chains
include  (i)  the aging of the United States population, (ii) the increased role
of  managed  vision  care,  (iii) the consolidation of the industry and (iv) new
product  innovations.  Unless  otherwise  indicated,  all  dollar amounts are in
thousands.

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

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

     Management  believes  that optical retail sales through managed vision care
programs  will  continue  to  increase over the next several years. As a result,
management has made a strategic decision to pursue managed vision care contracts
aggressively in order to help the Company's retail business grow and has devoted
significant  management  resources to the development of its managed vision care
business.  While  the  average  ticket price on products purchased under managed
vision  care  reimbursement  plans  is

                                       11
<PAGE>

typically  lower  than  non-managed  vision  care purchases, managed vision care
transactions generally earn comparable operating profit margins, as they require
less promotional spending and advertising support. The Company believes that the
increased  volume  resulting  from managed vision care contracts compensates for
the  lower average ticket price. During the thirteen weeks ended March 30, 2002,
approximately  35.7%  of  the Company's total revenues were derived from managed
vision  care  programs, compared to 38.8% for the thirteen weeks ended March 31,
2001.  Managed  vision  care sales decreased as a percent of the Company's total
revenues  due  to a large increase in non-managed vision care sales. Despite its
decrease in the penetration of the Company's total revenues, managed vision care
sales  increased  6.6%  compared to the first quarter of fiscal 2001. Management
believes  that  the  increasing  role  of  managed  vision care will continue to
benefit  the  Company  and  other  large retail optical chains with strong local
market share, broad geographic coverage and sophisticated information management
and  billing  systems.

                                       12
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

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


<S>                                              <C>           <C>  <C>         <C>
                                                               THIRTEEN
                                                              WEEKS ENDED
                                                   ------------------------------
                                                     MARCH 31,          MARCH 30,
                                                       2001               2002
                                                   ------------------------------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales                                        99.1 %            99.0 %
   Management fee                                        0.9               1.0
                                                  ------------       ----------
Total net revenues                                     100.0             100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold                                   30.7 *            31.2 *
   Selling, general and administrative expenses         58.0 *            54.0 *
   Amortization of intangibles                           2.4               0.8
                                                  ------------        ----------
Total operating costs and expenses                      90.3              85.2
                                                  ------------       ----------
INCOME FROM OPERATIONS                                   9.7              14.8
INTEREST EXPENSE, NET                                    8.0               4.9
INCOME TAX EXPENSE                                       0.2               0.2
                                                  ------------        ----------
NET INCOME                                               1.5 %             9.7 %
                                                   ============        ==========

*  Percentages based on optical sales only
</TABLE>

THE  THIRTEEN  WEEKS  ENDED  MARCH 30, 2002 COMPARED TO THE THIRTEEN WEEKS ENDED
MARCH  31,  2001.

Net  Revenues.  The  increase in net revenues to $103.7 million for the thirteen
weeks ended March 30, 2002 from $93.6 million for the thirteen weeks ended March
31, 2001 was largely the result of increased comparable store sales of 10.7% due
to  increased  promotional  activity,  improved  in-stock  positions and overall
optical  market  improvement.  The  number  of  transactions  increased by 21.4%
compared  to the first quarter of fiscal 2001, which was offset by a decrease in
average  ticket  prices  of  8.7%  compared to the first quarter of fiscal 2001.
Managed vision care sales increased 6.6% compared to the first quarter of fiscal
2001.  The  Company  opened one store and closed two stores in the first quarter
of  2002.

Gross  Profit.  Gross  profit  increased to $70.6 million for the thirteen weeks
ended  March  30, 2002 from $65.1 million for the thirteen weeks ended March 31,
2001.  Gross  profit as a percentage of optical sales decreased to 68.8% for the
thirteen  weeks ended March 30, 2002 as compared to 69.3% for the thirteen

                                       13
<PAGE>

weeks  ended  March  31,  2001.  While  product  costs remained consistent, this
percentage  decrease  was  largely  due  to  a lower average ticket price and an
increase  in  transactions,  which  resulted in additional lab payroll expenses.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $55.4
million  for  the thirteen weeks ended March 30, 2002 from $53.8 million for the
thirteen  weeks  ended  March  31,  2001.  SG&A as a percentage of optical sales
decreased  to  54.0%  for the thirteen weeks ended March 30, 2002 from 58.0% for
the  thirteen  weeks ended March 31, 2001.  This percentage decrease was largely
the  result  of the recognition of economies of scale in occupancy, depreciation
and  overhead  expenditures  as well as an increase in comparable store sales of
10.7%.

Amortization  Expense.  Amortization  expense  decreased to $0.8 million for the
thirteen  weeks  ended  March  30, 2002 from $2.2 million for the thirteen weeks
ended  March  31, 2001.  This decrease was due to the adoption of FASB 142 which
disallows the amortization of goodwill over its useful life and instead requires
an  annual  assessment  for  impairment.

Net  Interest  Expense.  Net  interest expense decreased to $5.1 million for the
thirteen  weeks  ended  March  30, 2002 from $7.5 million for the thirteen weeks
ended March 31, 2001.  This decrease was due to the decrease in outstanding debt
and  the  decrease  in  applicable  interest  rates.

Net  Income.  Net income increased to $10.0 million for the thirteen weeks ended
March  30,  2002  from  net  income of $1.4 million for the thirteen weeks ended
March  31,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  flows  from  operating  activities  have  provided  net cash of $24.5
million for the thirteen weeks ended March 30, 2002 as compared to $13.7 million
for  the thirteen weeks ended March 31, 2001.  As of March 30, 2002, the Company
had  $3.5  million  of  cash  available  to  meet  the  Company's  obligations.

     Capital  expenditures  are  related  to  the  construction  of  new stores,
repositioning  of  existing stores in some markets, new computer systems for the
stores  and  maintenance  of  existing facilities.  Capital expenditures for the
thirteen weeks ended March 30, 2002 were $2.2 million.  Capital expenditures for
2002  are  anticipated  to  be approximately $9.5 million.  Of such 2002 capital
expenditures,  approximately  $3.3  million  are  related  to commitments to new
stores  and  approximately  $6.2  million  are  planned  to  be  for systems and
maintenance  of  existing  facilities.

     On April 24, 1998, the Company entered into a credit agreement (the "Credit
Facility") which consists of (i) the $55.0 million term loan facility (the "Term
Loan  Facility");  (ii)  the  $35.0  million  revolving  credit  facility  (the
"Revolving  Credit Facility"); and (iii) the $100.0 million acquisition facility
(the  "Acquisition  Facility"). The proceeds of the Credit Facility were used to
pay  long term debt outstanding under the previous credit facility. At March 30,
2002,  the  Company  had $26.8 million outstanding under the Term Loan Facility,
$6.0  million  outstanding  under  the  Revolving Credit Facility, $67.5 million
outstanding  under  the  Acquisition Facility which funded the Bizer Acquisition
and  the  VTO  Retail  Acquisition,  $149.7 million in notes payable outstanding
evidenced  by  the  Notes  and  $2.4  million  in  capital  lease  and equipment
obligations. On December 27, 2000, the Company amended the Credit Facility. As a
result  of  the  amendment  to  the  Credit Facility, interest on borrowings was
increased by 100 basis points from the original interest rates under the amended
Credit Facility and various financial covenants and scheduled principal payments
were  revised.  Borrowings  made  under  the  Credit  Facility (as amended) bear
interest  at a rate equal to, at the Company's option, LIBOR plus 2.25% to 3.25%
or  the

                                       14
<PAGE>

Base  Rate (as defined in the Credit Facility) plus 1.25% to 2.25%. At March 30,
2002,  the  Company's  Credit Facility bore interest at LIBOR plus 3.25% and the
Base  Rate plus 2.25%. Under the amended Credit Facility, the Term Loan Facility
matures  on  November  15,  2003,  the  $26.8  million  outstanding balance will
amortize  in  annual  principal  amounts of approximately $6.6 million and $20.2
million,  respectively,  for  fiscal  years  2002  and  2003 and the Acquisition
Facility will amortize in annual principal amounts of approximately $0.5 million
and  $67.0  million,  respectively,  for  fiscal  years  2002  and  2003.

<TABLE>
<CAPTION>

   Future  principal  maturities  for  long-term  debt  and  capital  lease
obligations  as  of  March  30,  2002  are  as  follows:


<S>                                      <C>
2002                                     $  7,184
2003                                       93,421
2004                                          148
2005                                          233
2006                                          308
Beyond 2006                               151,103
                                         --------
Total future principal payments on debt  $252,397
                                         ========
</TABLE>

     Based  upon current operations, anticipated cost savings and future growth,
the  Company  believes  that  its  cash  flow  from  operations,  together  with
borrowings currently available under the Revolving Credit Facility, are adequate
to  meet  its anticipated requirements for working capital, capital expenditures
and  scheduled  principal  and  interest  payments  through the next twelve (12)
months.  The  ability  of  the Company to satisfy its financial covenants within
its  amended  New  Credit Facility, meet its debt service obligations and reduce
its  debt  will  be dependent on the future performance of the Company, which in
turn, will be subject to general economic conditions and to financial, business,
and other factors, including factors beyond the Company's control.  In the event
the  Company  does  not  satisfy  its financial covenants within the amended New
Credit  Facility,  the  Company  may attempt to renegotiate the terms of its New
Credit  Facility  with  its lender for further amendments to, or waivers of, the
financial  covenants  of the New Credit Facility.  The Company believes that its
ability  to  repay  the Notes and amounts outstanding under the Revolving Credit
Facility and the Acquisition Facility at maturity will likely require additional
financing.  A  portion  of  the Company's debt bears interest at floating rates;
therefore,  its  financial  condition  is  and  will  continue to be affected by
changes  in  prevailing  interest  rates.

INFLATION

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

SEASONALITY  AND  QUARTERLY  RESULTS

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

                                       15
<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.
Although  the management of the Company believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no assurance that
such  expectations  will  prove  to  have  been  correct.  Such  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may  cause  the  actual  results, performance or achievements of the Company, or
industry  results,  to  be  materially  different  from  those  contemplated  or
projected,  forecasted, estimated or budgeted in or expressed or implied by such
forward-looking  statements.  Such  factors  include, among others, the risk and
other  factors  set  forth  under  "Risk  Factors" in the Company's Registration
Statement  on  Form  S-4  filed  with  the  Commission  and  under  the  heading
"Government  Regulation" in the Company's Annual Report on Form 10-K for 2000 as
well  as  the  following:  general  economic  and  business conditions; industry
trends; the loss of major customers, 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  AND CONSOLIDATION; (V) IMPACT OF
REFRACTIVE  SURGERY  AND  OTHER  CORRECTIVE  VISION TECHNIQUES; (VI) DEMOGRAPHIC
TRENDS;  (VII)  THE  COMPANY'S  MANAGEMENT  ARRANGEMENTS  WITH  PROFESSIONAL
CORPORATIONS;  (VIII)  THE  ABILITY  OF  THE  COMPANY  TO  MAKE  AND  INTEGRATE
ACQUISITIONS;  AND (IX) THE CONTINUED MEDICAL INDUSTRY EFFORTS TO REDUCE MEDICAL
COSTS  AND  THIRD  PARTY  REIMBURSEMENTS.

                                       16
<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 2002.  For further
discussion,  refer  to  the Eye Care Centers of America, Inc.'s annual report on
Form  10-K  for  the  year  ended  December  29,  2001.


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
quarter  of  fiscal 2002.  For further discussion, refer to the Company's annual
report  on  Form  10-K  for  the  year  ended  December  29,  2001.

                                       17
<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>

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

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

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

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

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

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

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

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

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

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

</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>


<C>  <S>


3.1  Restated Articles of Incorporation of Eye Care Centers of America Inc. (a)

3.2  Statement of Resolution of the Board of Directors of Eye Care Centers of
     America, Inc. designating a series of Preferred Stock. (a)

3.3  Amended and Restated By-laws of Eye Care Centers of America, Inc. (a)

4.1  Indenture dated as of April 24, 1998 among Eye Care Centers of America, Inc.,
     the Guarantors named therein and United States Trust Company of
     New York, as Trustee for the 9 1/8% Senior Subordinated Notes Due 2008
     and Floating Interest Rate Subordinated Term Securities. (a)

4.2  Form  of  Fixed  Rate  Exchange  Note.  (d)

4.3  Form  of  Floating  Rate  Exchange  Note.  (d)

4.4  Form  of  Guarantee.  (d)

4.5  Registration  Rights  Agreement  dated  April 24,  1998  between Eye Care
     Centers  of  America,  Inc.,  the  subsidiaries  of  the  Company  named as
     guarantors  therein,  BT  Alex.  Brown  Incorporated  and  Merrill  Lynch,
     Pierce,  Fenner  &  Smith  Incorporated.  (a)

</TABLE>

-----------

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

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

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

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

(d)  Previously provided with, and incorporated by reference from, the Company's
     Quarterly  Report  on  Form  10-Q for the quarter ended September 29, 2001.

(B) The  Company  filed  no current reports on Form 8-K with the Securities
and  Exchange  Commission  during  the  thirteen  weeks  ended  March  30, 2002.

                                       19
<PAGE>

                                   SIGNATURES


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


                                                EYE CARE CENTERS OF AMERICA, INC


May  13,  2002                                  /s/ Alan E. Wiley
--------------                                  -----------------
Dated                                           Alan E. Wiley
                                                Executive Vice President and
                                                Chief Financial Officer