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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 SEPTEMBER 28, 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 or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)            Identification number)

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

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

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

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

                          Yes   X                         No
                               ---                            ---

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

           Class                                Outstanding at October 31, 2002
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,407,289  shares

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<TABLE>
<CAPTION>

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

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets at December 29, 2001
              and September 28, 2002 (Unaudited)                              2

            Condensed Consolidated Statements of Operations for the
              Thirteen Weeks and Thirty-Nine Weeks Ended September 29, 2001
              (Unaudited) and September 28, 2002 (Unaudited)                  3

            Condensed Consolidated Statements of Cash Flows for the
              Thirty-Nine Weeks Ended September 29, 2001 (Unaudited)
              and September 28, 2002 (Unaudited)                              4

            Notes to Condensed Consolidated Financial Statements           5-11

Item 2. Management Discussion and Analysis of Financial Condition
        and Results of Operations                                         12-19

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          19

Item 4.  Control and Procedures                                              20

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   20

Item 6.  Exhibits and Reports on Form 8-K                                 21-22

</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 29,         SEPTEMBER 28,
                                                  2001                  2002
                                         -------------------  --------------------
ASSETS. . . . . . . . . . . . . . . . .                              (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $            3,372   $             1,236
   Accounts and notes receivable, net .              10,275                12,454
   Inventory. . . . . . . . . . . . . .              24,665                25,918
   Prepaid expenses and other . . . . .               3,389                 2,614
   Deferred income taxes. . . . . . . .               1,337                 1,337
                                         -------------------  --------------------
Total current assets. . . . . . . . . .              43,038                43,559
PROPERTY & EQUIPMENT, net . . . . . . .              64,518                59,601
INTANGIBLE ASSETS, net. . . . . . . . .             109,453               107,643
OTHER ASSETS. . . . . . . . . . . . . .               8,004                 6,638
                                         -------------------  --------------------
Total assets. . . . . . . . . . . . . .  $          225,013   $           217,441
                                         ===================  ====================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $           21,749   $            18,707
   Current maturities of long-term debt              13,786                24,803
   Deferred revenue . . . . . . . . . .               6,557                 6,801
   Accrued payroll expense. . . . . . .               5,733                 8,216
   Accrued interest . . . . . . . . . .               3,284                 5,659
   Other accrued expenses . . . . . . .               8,500                 8,242
                                         -------------------  --------------------
Total current liabilities . . . . . . .              59,609                72,428
DEFERRED INCOME TAXES . . . . . . . . .               1,337                 1,337
LONG-TERM DEBT, less current maturities             260,777               224,813
DEFERRED RENT . . . . . . . . . . . . .               3,790                 4,250
DEFERRED GAIN . . . . . . . . . . . . .               1,999                 1,806
                                         -------------------  --------------------
Total liabilities . . . . . . . . . . .             327,512               304,634
                                         -------------------  --------------------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .                  74                    74
   Preferred stock. . . . . . . . . . .              48,134                52,982
   Additional paid-in capital . . . . .              43,474                37,889
   Accumulated deficit. . . . . . . . .            (194,181)             (178,138)
                                         -------------------  --------------------
Total shareholders' deficit . . . . . . .          (102,499)              (87,193)
                                         -------------------  --------------------
                                         $          225,013   $           217,441
                                         ===================  ====================

</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        2
<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                     <C>               <C>                  <C>           <C>
                                                                    THIRTEEN WEEKS         THIRTY-NINE WEEKS
                                                                         ENDED                     ENDED
                                                                  ----------------        -------------------
                                                         SEPT. 28,           SEPT. 28,    SEPT. 28,    SEPT. 28,
                                                           2001                 2002         2001         2002
                                                   ----------------  -------------------  ------------  ----------
                                                       (Unaudited)           (Unaudited)  (Unaudited)  (Unaudited)
REVENUES:
   Optical sales. . . . . . . . . . . . . . . . .  $        85,355   $            93,000  $   258,647   $  284,455
   Management fees. . . . . . . . . . . . . . . .              790                   885        2,630        2,671
                                                   ----------------  -------------------  ------------  ----------
Net revenues. . . . . . . . . . . . . . . . . . .           86,145                93,885      261,277      287,126

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . . .           26,689                28,669       80,916       88,335
   Selling, general and administrative expenses..           51,160                55,590      155,073      164,142
   Amortization of intangibles:
     Goodwill . . . . . . . . . . . . . . . . . .            1,338                     -        3,944            -
     Noncompete and other intangibles . . . . . .              841                   127        2,606        1,809
                                                   ----------------  -------------------  ------------  ----------
Total operating costs and expenses. . . . . . . .           80,028                84,386      242,539      254,286
                                                   ----------------  -------------------  ------------  ----------
INCOME FROM OPERATIONS. . . . . . . . . . . . . .            6,117                 9,499       18,738       32,840
INTEREST EXPENSE, NET . . . . . . . . . . . . . .            7,058                 5,283       21,417       15,917
INCOME TAX EXPENSE. . . . . . . . . . . . . . . .              305                   384          659          879
                                                   ----------------  -------------------  ------------  ----------
NET INCOME (LOSS) . . . . . . . . . . . . . . . .  $        (1,246)  $             3,832  $    (3,338)  $   16,044
                                                   ================  ===================  ============  ==========

</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>
                                                                                          THIRTY-NINE
                                                                                          WEEKS ENDED
                                                                       ----------------------------------------
                                                                            SEPTEMBER 29,         SEPTEMBER 28,
                                                                                2001                  2002
                                                                       -------------------- --------------------
                                                                             (Unaudited)           (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income/(loss). . . . . . . . . . . . . . . . . . . . . .  $            (3,338)  $            16,044
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization.. . . . . . . . . . . . .               22,097                16,075
             Loan cost amortization. . . . . . . . . . . . . . . . .                1,369                 1,209
             Deferred liabilities and other. . . . . . . . . . . . .                  473                   704
             Loss on disposition of property and equipment . . . . .                  320                    62
        Increase (decrease) in operating assets and liabilities. . .                5,212                (1,167)
                                                                      --------------------  --------------------
Net cash provided by operating activities. . . . . . . . . . . . . .               26,133                32,927
                                                                      --------------------  --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Acquisition of property and equipment . . . . . . . . .               (6,971)               (8,417)
             Payments received on notes receivable . . . . . . . . .                    3                     -
                                                                      --------------------  --------------------
Net cash used in investing activities. . . . . . . . . . . . . . . .               (6,968)               (8,417)
                                                                      --------------------  --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Payments on debt and capital leases . . . . . . . . . .              (21,219)              (25,976)
             Proceeds from issuance of debt. . . . . . . . . . . . .                   66                     -
             Redemption of common stock. . . . . . . . . . . . . . .                  (16)                 (100)
             Distribution to affiliated OD . . . . . . . . . . . . .                 (533)                 (570)
                                                                      --------------------  --------------------
Net cash used in financing activities. . . . . . . . . . . . . . . .              (21,702)              (26,646)
                                                                      --------------------  --------------------
NET DECREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . .               (2,537)               (2,136)
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . .                3,971                 3,372
                                                                      --------------------  --------------------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . .  $             1,434   $             1,236
                                                                      ====================  ====================

</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 and thirty-nine week
periods  ended  September 28, 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.  CRITICAL ACCOUNTING POLICIES

     Accounting  policies  considered  particularly  critical  to  the Company's
financial  results  include the allowance for accounts receivable, inventory and
goodwill.  Management considers these to be critical accounting policies because
the  estimation  of  fair  values  involves  a  high  degree  of  judgment  and
subjectivity  in  the  assumptions  utilized.
-     Accounts  receivable  are primarily from third party payors related to the
sale  of  eyewear  and  include  receivables  from  insurance reimbursements, OD
management  fees,  credit  card  companies,  merchandise,  rent  and license fee
receivables.  The  Company's  allowance for doubtful accounts primarily consists
of  amounts  owed to the Company by third party insurance payors.  This estimate
is  based  on  the  historical  ratio  of  collections  to  billings.
-     Inventory  consists  principally of eyeglass frames, ophthalmic lenses and
contact lenses and is stated at the lower of cost or market.  Cost is determined
using  the  weighted  average  method which approximates the first-in, first-out
(FIFO)  method.  The  Company's  inventory  reserves  are  an  estimate based on
product  with  low  turnover  or  deemed  by  management  to  be  unsaleable.
-     Goodwill  consists  of the amounts by which the purchase price exceeds the
market  value  of  acquired  net  assets,  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.

                                        5
<PAGE>

3.  RELATED PARTY TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24, 1998 (as amended, the "Management Agreement"). The
management agreement provides for fees of $250,000 or $500,000 annually based on
the  Company maintaining certain leverage ratios defined in the Company's credit
agreement.  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
the  thirty-nine  week  periods ended September 29, 2001 and September 28, 2002,
the  Company  incurred  $187,500  and  $375,000  related  to  the  agreement,
respectively.

4.  INCOME TAXES

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

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

<TABLE>
<CAPTION>

<S>                                    <C>              <C>
                                       THIRTY-NINE      THIRTY-NINE
                                       WEEKS ENDED      WEEKS ENDED
                                       SEPTEMBER 29,    SEPTEMBER 28,
                                           2001             2002
                                       ---------------  --------------
                                         (UNAUDITED)     (UNAUDITED)

Cash paid for interest. . . . . . . .  $        17,026  $       10,368
Dividends accrued on preferred stock.  $         4,265  $        4,847
</TABLE>


6.  NEW ACCOUNTING PRONOUNCEMENTS

     In  August  2001,  the Financial Accounting Standards Board ("FASB") issued
SFAS  No. 144, "Accounting for the Impairment 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 to Be Disposed Of" and other related accounting
guidance.  The Company adopted SFAS No. 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

                                        6
<PAGE>

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 changes 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 $0.6 million for the thirty-nine weeks ended
September  29,  2001.

7.  CONDENSED CONSOLIDATING INFORMATION (UNAUDITED)

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

                                        7
<PAGE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING BALANCE SHEETS
                                             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, net .     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, net . . . . . .      37,568          26,950         -               -      64,518
Intangibles, net. . . . . . . . . . . .      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 maturities 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>



<TABLE>
<CAPTION>

                                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                               FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001

<S>                                             <C>          <C>             <C>       <C>            <C>
                                                              Guarantor                             Consolidated
                                                 Parent      Subsidiaries      ODs      Eliminations    Company
                                               -----------  --------------  --------  --------------  ----------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $  128,667   $      84,248  $45,732   $           -   $258,647
   Management fees. . . . . . . . . . . . . . .         800          17,215        -         (15,385)     2,630
   Investment earnings in subsidiaries. . . . .      10,511               -        -         (10,511)         -
                                                 -----------  -------------  --------  --------------  ---------
Net revenues. . . . . . . . . . . . . . . . . .     139,978         101,463   45,732         (25,896)   261,277
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      41,921          29,809    9,186               -     80,916
   Selling, general and administrative expenses      81,378          51,621   37,459         (15,385)   155,073
   Amortization of intangibles:
     Goodwill . . . . . . . . . . . . . . . . .         792           3,149        3               -      3,944
     Noncompete and other intangibles . . . . .           -           2,606        -               -      2,606
                                                 -----------  -------------  --------  --------------  ---------
Total operating costs and expenses. . . . . . .     124,091          87,185   46,648         (15,385)   242,539
                                                 -----------  -------------  --------  --------------  ---------
Income from operations. . . . . . . . . . . . .      15,887          14,278     (916)        (10,511)    18,738
Interest expense, net . . . . . . . . . . . . .      18,936           2,475        6               -     21,417
Income tax expense. . . . . . . . . . . . . . .         289             370        -               -        659
                                                 -----------  -------------  --------  --------------  ---------
Net income (loss) . . . . . . . . . . . . . . .  $   (3,338)  $      11,433  $  (922)  $     (10,511)  $ (3,338)
                                                 ===========  =============  ========  ==============  =========
</TABLE>

                                        8
<PAGE>


<TABLE>
<CAPTION>

                                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 29, 2001

<S>                                              <C>          <C>            <C>       <C>             <C>
                                                               Guarantor                            Consolidated
                                                   Parent     Subsidiaries     ODs      Eliminations   Company
                                                 -----------  -------------  --------  --------------  ---------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   42,607   $      27,152  $15,596   $           -   $ 85,355
   Management fees. . . . . . . . . . . . . . .         272           5,687        -          (5,169)       790
   Investment earnings in subsidiaries. . . . .       2,859               -        -          (2,859)         -
                                                 -----------  -------------  --------  --------------  ---------
Net revenues. . . . . . . . . . . . . . . . . .      45,738          32,839   15,596          (8,028)    86,145
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      13,618           9,925    3,146               -     26,689
   Selling, general and administrative expenses      26,587          16,985   12,757          (5,169)    51,160
   Amortization of intangibles:
     Goodwill . . . . . . . . . . . . . . . . .         264           1,073        1               -      1,338
     Noncompete and other intangibles . . . . .           -             841        -               -        841
                                                 -----------  -------------  --------  --------------  ---------
Total operating costs and expenses. . . . . . .      40,469          28,824   15,904          (5,169)    80,028
                                                 -----------  -------------  --------  --------------  ---------
Income from operations. . . . . . . . . . . . .       5,269           4,015     (308)         (2,859)     6,117
Interest expense, net . . . . . . . . . . . . .       6,334             722        2               -      7,058
Income tax expense. . . . . . . . . . . . . . .         181             124        -               -        305
                                                 -----------  -------------  --------  --------------  ---------
Net income (loss) . . . . . . . . . . . . . . .  $   (1,246)  $       3,169  $  (310)  $      (2,859)  $ (1,246)
                                                 ===========  =============  ========  ==============  =========
</TABLE>


<TABLE>
<CAPTION>

                                       CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                     FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001

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

                                        9
<PAGE>


<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING BALANCE SHEETS
                                             SEPTEMBER 28, 2002

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                           Parent     Subsidiaries       ODs     Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $      707   $         189   $   340   $           -   $   1,236
   Accounts and notes receivable, net .      91,453          38,160     8,014        (125,173)     12,454
   Inventory. . . . . . . . . . . . . .      16,480           7,471     1,967               -      25,918
   Prepaid expenses and other . . . . .       1,620             946        48               -       2,614
   Deferred income taxes. . . . . . . .       1,337               -         -               -       1,337
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     111,597          46,766    10,369        (125,173)     43,559
Property and equipment, net . . . . . .      36,165          23,436         -               -      59,601
Intangibles, net. . . . . . . . . . . .      16,693          90,863        87               -     107,643
Other assets. . . . . . . . . . . . . .       6,070             568         -               -       6,638
Investment in subsidiaries. . . . . . .      (3,368)              -         -           3,368           -
                                         -----------  --------------  --------  --------------  ----------
Total assets. . . . . . . . . . . . . .  $  167,157   $     161,633   $10,456   $    (121,805)  $ 217,441
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $   15,301   $     115,000   $13,579   $    (125,173)  $  18,707
   Current maturities of long-term debt      24,718              85         -               -      24,803
   Deferred revenue . . . . . . . . . .       3,875           2,808       118               -       6,801
   Accrued payroll expense. . . . . . .       5,596           2,592        28               -       8,216
   Accrued interest . . . . . . . . . .       5,162             497         -               -       5,659
   Other accrued expenses . . . . . . .       1,072           6,268       902               -       8,242
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      55,724         127,250    14,627        (125,173)     72,428
Deferred income taxes . . . . . . . . .       1,337               -         -               -       1,337
Long-term debt, less current maturities     192,635          32,078       100               -     224,813
Deferred rent . . . . . . . . . . . . .       2,483           1,767         -               -       4,250
Deferred gain . . . . . . . . . . . . .       1,394             412         -               -       1,806
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     253,573         161,507    14,727        (125,173)    304,634
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      52,982               -         -               -      52,982
   Additional paid-in capital . . . . .      38,666           1,092    (1,869)              -      37,889
   Accumulated deficit. . . . . . . . .    (178,138)           (966)   (2,402)          3,368    (178,138)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' equity (deficit). . .   (86,416)            126    (4,271)          3,368     (87,193)
                                         -----------  --------------  --------  --------------  ----------
                                         $  167,157   $     161,633   $10,456   $    (121,805)  $ 217,441
                                         ===========  ==============  ========  ==============  ==========
</TABLE>



<TABLE>
<CAPTION>

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

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

                                       10
<PAGE>


<TABLE>
<CAPTION>

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

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



<TABLE>
<CAPTION>

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

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

                                       11
<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 362 stores, 295 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 optical retail 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 resulting from
the  continuing  shift  in  the  optical  retail  industry  of market share from
independent  practitioners  to larger optical retail chains 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
seventy-six  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 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.

                                       12
<PAGE>

     The  Company  believes  that  the  increased  volume resulting from managed
vision care contracts compensates for the lower average ticket price. During the
thirty-nine weeks ended September 28, 2002, approximately 35.4% of the Company's
total revenues were derived from managed vision care programs, compared to 38.4%
for  the  thirty-nine  weeks ended September 29, 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 as a percentage of the
Company's  total  revenues, managed vision care sales increased 1.7% compared to
the first three quarters 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.

                                       13
<PAGE>


<TABLE>
<CAPTION>

RESULTS  OF  OPERATIONS

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

<S>                                         <C>             <C>             <C>             <C>
                                                      THIRTEEN                       THIRTY-NINE
                                                     WEEKS ENDED                     WEEKS ENDED
                                            --------------------------------------------------------------
                                            SEPTEMBER 29,   SEPTEMBER 28,   SEPTEMBER 29,   SEPTEMBER 28,
                                                2001            2002            2001            2002
                                            --------------  --------------  --------------  --------------
STATEMENTS OF INCOME DATA:
NET REVENUES:
   Optical sales . . . . . . . . . . . . .          99.1 %          99.1 %          99.0 %          99.1 %
   Management fees . . . . . . . . . . . .             0.9             0.9             1.0             0.9
                                            --------------  --------------  --------------  --------------
Total net revenues . . . . . . . . . . . .           100.0           100.0           100.0           100.0

OPERATING COSTS
AND EXPENSES:
   Cost of goods sold. . . . . . . . . . .          31.3 *          30.8 *          31.3 *          31.1 *
   Selling, general and administrative
   expenses. . . . . . . . . . . . . . . .          59.9 *          59.8 *          60.0 *          57.7 *
   Amortization of intangibles:
      Goodwill . . . . . . . . . . . . . .             1.5               -             1.5               -
      Noncompete and other intangibles . .             1.0             0.1             1.0             0.6
                                            --------------  --------------  --------------  --------------
Total operating costs and expenses . . . .            92.9            89.9            92.8            88.6
                                            --------------  --------------  --------------  --------------
INCOME FROM OPERATIONS . . . . . . . . . .             7.1            10.1             7.2            11.4
INTEREST EXPENSE, NET. . . . . . . . . . .             8.2             5.6             8.2             5.5
INCOME TAX EXPENSE . . . . . . . . . . . .             0.4             0.4             0.3             0.3
                                            --------------  --------------  --------------  --------------
NET INCOME (LOSS). . . . . . . . . . . . .         (1.5) %           4.1 %         (1.3) %           5.6 %
                                            ==============  ==============  ==============  ==============

*  Percentages based on optical sales only
</TABLE>



THE THIRTEEN WEEKS ENDED SEPTEMBER 28, 2002 COMPARED TO THE THIRTEEN WEEKS ENDED
SEPTEMBER 29, 2001.

Net  Revenues.  The  increase  in net revenues to $93.9 million for the thirteen
weeks  ended  September 28, 2002 from $86.1 million for the thirteen weeks ended
September  29,  2001  was  largely the result of an increase in comparable store
sales  of  5.7%  primarily  due  to the continuation of the two complete pair of
single  vision  eyeglasses for $99 value promotion started in the fourth quarter
of  2001.  Additionally,  the  introduction  of  new  product, improved in-stock
positions  and overall optical market improvement contributed to the increase in
sales.  The  number  of  transactions  increased  by 13.2% compared to the third
quarter  of fiscal 2001, which was offset by a decrease in average ticket prices
of  4.0%  compared  to  the  third quarter of fiscal 2001.  Both the increase in
transactions and the decrease in average ticket prices were due primarily to the
two  complete  pair  of  single  vision eyeglasses for $99 value promotion.  The
Company  opened  two  stores  during  the  third  quarter  of  2002.

                                       14
<PAGE>

Gross  Profit.  Gross  profit  increased to $64.3 million for the thirteen weeks
ended  September  28,  2002  from  $58.7  million  for  the thirteen weeks ended
September  29, 2001.  Gross profit as a percentage of optical sales increased to
69.2%  for  the thirteen weeks ended September 28, 2002 as compared to 68.7% for
the  thirteen  weeks  ended  September  29,  2001.  This percentage increase was
largely due to an increase as a percentage of sales in the third quarter of 2002
versus the third quarter of 2001 of non-branded product with higher margins than
branded  product.  Non-branded product has a lower acquisition cost than branded
product  resulting  in  higher  margins.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $55.6
million  for  the thirteen weeks ended September 28, 2002 from $51.2 million for
the  thirteen  weeks  ended September 29, 2001.  SG&A as a percentage of optical
sales  decreased  to  59.8% for the thirteen weeks ended September 28, 2002 from
59.9% for the thirteen weeks ended September 29, 2001.  This percentage decrease
was  primarily due to increased sales from more effective advertising promotions
in the third quarter of fiscal 2002 versus the third quarter of fiscal 2001 with
advertising  expenditures  remaining  comparable  over  the  two  periods.  In
addition,  depreciation  and  occupancy expenses have remained consistent in the
third  quarter  of  2002  versus  the  third  quarter of 2001 resulting in lower
percentages  of sales which were offset  in part by increases in retail payroll.

Amortization  Expense.  Amortization  expense  decreased to $0.1 million for the
thirteen weeks ended September 28, 2002 from $2.2 million for the thirteen weeks
ended  September  29,  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 $5.3 million for the
thirteen weeks ended September 28, 2002 from $7.1 million for the thirteen weeks
ended  September 29, 2001.  This decrease was due to the decrease in outstanding
debt  and  the  decrease  in  applicable  interest  rates.

Net  Income.  Net  income increased to $3.8 million for the thirteen weeks ended
September  28, 2002 from a net loss of $1.2 million for the thirteen weeks ended
September  29,  2001.

THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2002 COMPARED TO THE THIRTY-NINE WEEKS
ENDED SEPTEMBER 29, 2001.

Net  Revenues.  The  increase  in  net  revenues  to  $287.1  million  for  the
thirty-nine  weeks  ended  September  28,  2002  from  $261.3  million  for  the
thirty-nine weeks ended September 29, 2001 was largely the result of an increase
in  comparable  store sales of 8.5% primarily due to the continuation of the two
complete pair of single vision eyeglasses for $99 value promotion started in the
fourth  quarter  of fiscal 2001.  Additionally, the introduction of new product,
improved  in-stock  positions and overall optical market improvement contributed
to  the  increase  in  sales.  The  number  of  transactions  increased by 15.7%
compared  to the thirty-nine weeks ended September 29, 2001, which was offset by
a  decrease  in  average ticket prices of 4.4% compared to the thirty-nine weeks
ended September 29, 2001.  In addition, managed vision care sales increased 1.7%
for  the  thirty-nine  weeks  ended  September  28,  2002  as  compared  to  the
thirty-nine  weeks  ended September 29, 2001.  Both the increase in transactions
and the decrease in average ticket prices were due primarily to the two complete
pair  of  single  vision eyeglasses for $99 value promotion.  The Company opened
seven stores and closed four stores during the thirty-nine weeks ended September
28,  2002.

Gross  Profit.  Gross  profit  increased  to  $196.1 million for the thirty-nine
weeks  ended  September  28,  2002 from $177.7 million for the thirty-nine weeks
ended  September  29,  2001.  Gross  profit  as  a  percentage  of optical sales
increased  to  68.9%  for  the  thirty-nine  weeks  ended  September 28, 2002 as
compared  to  68.7%  for  the  thirty-nine weeks ended September 29, 2001.  This
percentage  increase  was

                                       15
<PAGE>

due  to  a  continuation  of  improved  buying efficiencies and an increase as a
percentage  of  sales  of  non-branded  product with higher margins than branded
label  product.  Non-branded  product  has a lower acquisition cost than branded
product  resulting  in  higher  margins.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A increased to $164.1
million  for  the thirty-nine weeks ended September 28, 2002 from $155.1 million
for  the  thirty-nine  weeks  ended September 29, 2001.  SG&A as a percentage of
optical  sales  decreased to 57.7% for the thirty-nine weeks ended September 28,
2002  from  60.0%  for  the  thirty-nine  weeks  ended September 29, 2001.  This
percentage  decrease  was  primarily  due to increased sales from more effective
advertising  promotions  in  fiscal  2002  versus  fiscal  2001 with advertising
expenditures  remaining  comparable  over  the  two  periods.  In  addition,
depreciation  expense  has remained consistent in fiscal 2002 versus fiscal 2001
resulting in a lower percentage of sales which was offset by increases in retail
payroll  and  management  compensation.

Amortization  Expense.  Amortization  expense  decreased to $1.8 million for the
thirty-nine weeks ended September 28, 2002 from $6.6 million for the thirty-nine
weeks  ended  September 29, 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 $15.9 million for the
thirty-nine  weeks  ended  September  28,  2002  from  $21.4  million  for  the
thirty-nine  weeks  ended  September  29,  2001.  This  decrease  was due to the
decrease  in  outstanding  debt  and  the decrease in applicable interest rates.

Net  Income.  Net  income  increased  to $16.0 million for the thirty-nine weeks
ended  September  28,  2002  from a net loss of $3.3 million for the thirty-nine
weeks  ended  September  29,  2001.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flows from operating activities provided net cash of $32.9 million for
the  thirty-nine weeks ended September 28, 2002 as compared to $26.1 million for
the  thirty-nine  weeks  ended September 29, 2001. As of September 28, 2002, the
Company  had  $1.2  million of cash available to meet the Company's obligations.
Working  capital of the company primarily consists of cash and cash equivalents,
accounts receivable, inventory, accounts payable and accrued expenses. The level
of  working  capital  has  remained  relatively consistent to the periods ending
September  2001  and  December 2001. The largest working capital usage occurs on
May  1  and  November  1  of each year when the Company's bond interest payments
ranging  from $6.0 to $7.0 million are paid. Working capital is primarily funded
by  cash  flows  from  operations and the Company's $29 million available in its
Revolving  Credit  Facility  (see  description  below)  and  management does not
anticipate  any  significant  changes  in  working  capital.

     Capital  expenditures  are  related  to  the  construction  of  new stores,
repositioning  of  existing  stores  in  some  markets, new computer systems for
stores  and  maintenance  of  existing facilities.  Capital expenditures for the
thirty-nine  weeks  ended  September  28, 2002 were $8.4 million.  The aggregate
capital  expenditures for 2002 are anticipated to be approximately $9.5 million,
of which approximately $3.3 million are related to commitments to new stores and
approximately  $6.2  million  are expected to be for systems and improvements to
existing  facilities.

     On April 24, 1998, the Company entered into a credit agreement (as amended,
the  "Credit Facility") which consists of (i) a $55.0 million term loan facility
(the  "Term Loan Facility"); (ii) a $35.0 million revolving credit facility (the
"Revolving  Credit  Facility");  and (iii) a $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 September
28,  2002,  the  Company  had  $23.5  million  outstanding  under  the Term Loan
Facility,  $6.0  million  outstanding under the Revolving Credit Facility, $67.3
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  $3.1  million

                                       16
<PAGE>

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 Base Rate (as defined in the
Credit  Facility)  plus  1.25%  to  2.25%.  At September 28, 2002, the Company's
Credit  Facility bore interest at LIBOR plus 3.00% and the Base Rate plus 2.25%.
Under  the  Credit  Facility  (as  amended),  the  Term Loan Facility matures on
November 15, 2003, the $23.5 million outstanding balance will amortize in annual
principal amounts of approximately $3.2 million and $20.3 million, respectively,
during  fiscal years 2002 and 2003 and the Acquisition Facility will amortize in
annual  principal  amounts  of  approximately  $0.3  million  and $67.0 million,
respectively,  during  fiscal  years  2002  and  2003.



<TABLE>
<CAPTION>

   Future  principal  maturities  for  debt  as  of  September  28,  2002
are  as  follows:

<S>                                      <C>               <C>      <C>    <C>
                                         Credit Facility    Notes   Other    Total
                                         ----------------  -------  -----  --------
2002. . . . . . . . . . . . . . . . . .  $          3,491        -    498  $  3,989
2003. . . . . . . . . . . . . . . . . .            93,270        -    541    93,811
2004. . . . . . . . . . . . . . . . . .                 -        -    148       148
2005. . . . . . . . . . . . . . . . . .                 -        -    233       233
2006. . . . . . . . . . . . . . . . . .                 -        -    308       308
Beyond 2006 . . . . . . . . . . . . . .                 -  149,727  1,400   151,127
                                         ----------------  -------  -----  --------
Total future principal payments on debt  $         96,761  149,727  3,128  $249,616
                                         ================  =======  =====  ========
</TABLE>


     The  Credit  Facility contains additional restrictive covenants including a
limitation  on capital requirements, minimum interest coverage, maximum leverage
ratio,  minimum  net worth and working capital requirements. As of September 28,
2002  the  Company  was  in  compliance  with the financial reporting covenants.

     On  April  24,  1998,  the  Company completed a debt offering consisting of
$100.0  million  aggregate  principal  amount  of its 9 1/8% Senior Subordinated
Notes  due  2008  (the "Fixed Rate Notes") and $50.0 million aggregate principal
amount  of its Floating Interest Rate Subordinated Term Securities due 2008 (the
"Floating  Rate  Notes"  and,  together with the Fixed Rate Notes, the "Notes").
Interest on the Notes will be payable semiannually on each May 1 and November 1,
commencing  on November 1, 1998. 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 senior uncollateralized obligations of the Company and rank
pari  passu  with  all other indebtedness of the Company that by its terms other
indebtedness is not subordinate to the Notes. In connection with the issuance of
the  Notes,  the  Company  incurred approximately $11.2 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  Notes.

     The  Notes  contain  various  restrictive covenants which apply to both the
Company  and  the Guarantor Subsidiaries (defined herein), including limitations
on  additional  indebtedness,  restriction on dividends and sale of assets other
than  in  the  normal  course  of  business.

                                       17
<PAGE>

     Based  upon current operations 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 Credit Facility (as
amended),  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 Credit Facility, the
Company  may  attempt  to  renegotiate the terms of its Credit Facility with its
lender  for further amendments to, or waivers of, the financial covenants of the
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.  The Company has
entered into discussions with Bank of America Securities, LLC and Fleet National
Bank,  Inc.  to refinance the Credit Facility.  There are no assurances that the
Company  will  be successful in refinancing the Credit Facility or obtaining any
other  additional  financing  necessary  to  repay  the  notes  or  the  amounts
outstanding  under  the  Credit Facility.  A portion of the Company's debt bears
interest  at  floating  rates;  therefore,  its  financial condition is and will
continue  to  be  affected  by  changes  in  prevailing  interest  rates.

INFLATION

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

SEASONALITY AND QUARTERLY RESULTS

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

FORWARD-LOOKING STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the Securities Exchange Act of 1934, as amended.  All statements
other  than statements of historical facts included in this report 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 2001 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

                                       18
<PAGE>

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 COMPANY'S ABILITY TO OBTAIN ADDITIONAL FINANCING TO
REPAY  THE  CREDIT  FACILITY  OR NOTES AT MATURITY AND (X) THE CONTINUED MEDICAL
INDUSTRY  EFFORTS  TO  REDUCE  MEDICAL  COSTS  AND  THIRD  PARTY REIMBURSEMENTS.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  exposed  to  various  market  risks.  Market  risk is the
potential  loss  arising  from  adverse changes in market prices and rates.  The
Company  does  not  enter  into  derivative  or  other financial instruments for
trading  or  speculative  purposes.  There  have been no material changes in the
Company's  market  risk  during  the  third 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.

     The  Company's  primary  market  risk  exposure is interest rate risk, with
specific  vulnerability  to  changes in LIBOR.  As of September 28, 2002, $145.8
million  of  the  Company's  long-term  debt  bore  interest  at variable rates.
Accordingly,  the Company's net income is affected by changes in interest rates.
Assuming  a  two  hundred  basis  point change in the 2001 average interest rate
under  the  $145.8  million  in  borrowings, the Company's 2001 interest expense
would  have  changed  approximately  $2.9  million.

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

                                       19
<PAGE>

ITEM  4.     CONTROLS  AND  PROCEDURES

     a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As of September 28, 2002, an evaluation was performed under the supervision
and  with  the  participation of the Company's management, including the CEO and
CFO,  of  the  effectiveness  of  the  design  and  operation  of  the Company's
disclosure  controls  and  procedures.  Based  on that evaluation, the Company's
management,  including  the CEO and CFO, concluded that the Company's disclosure
controls  and  procedures  were  effective  as  of  September  28,  2002.

     b) CHANGES IN INTERNAL CONTROLS

     There  have  been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to  September  28,  2002.

PART  II.  OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS

     The  Company is a party to routine litigation in the ordinary course of its
business.  There  have  been  no  such  pending  matters, individually or in the
aggregate,  that  the management of the Company has deemed to be material to the
business or financial condition of the Company that have arisen during the third
quarter  of  fiscal 2002.  For further discussion, refer to the Company's annual
report  on  Form  10-K  for  the  year  ended  December  29,  2001.

                                       20
<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)

2.11  Fiscal 2002 Incentive Plan for Key Management (f).

</TABLE>

                                       21
<PAGE>


<TABLE>
<CAPTION>

<C>   <S>

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

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

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

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

 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)

10.1  Credit Agreement, dated as of April 23, 1998, among Eye Care Centers of
      America, Inc., Various Lenders, Bankers Trust Company, as Administrative
      Agent, and Merrill Lynch Capital Corporation, as Syndication Agent. (a)

10.2  First Amendment to Credit Agreement, dated as of December 27, 2000,
      among Eye Care Centers of America, Inc., Various Lenders, Bankers Trust
      Company, as Administrative Agent, and Merrill Lynch Capital Corporation,
      as Syndication Agent. (e)

10.3  Termination Agreement, dated as of July 1, 2002 among Eye Care Centers of
      America, Inc. and Bernard W. Andrews. (d)

99.1  CEO-Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (f)

99.2  CFO-Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (f)

</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.

(e)  Previously  filed  on  Form  8-K  dated  December  27,  2000.

(f)  Filed  herewith

(B)  The  Company  filed a report on Form 8-K dated August 1, 2002 under Item 5.
     Other  Events  that  reported the Company has entered into discussions with
     Bank  of  America,  LLC  and  Fleet  National  Bank,  Inc. to refinance its
     existing  senior  credit  facilities.

                                       22
<PAGE>


<TABLE>
<CAPTION>



<S>                                                                                                          <C>
                                   SIGNATURES


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



                                               EYE CARE CENTERS OF AMERICA, INC.





November 12, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  /s/ Alan E. Wiley
-------------------                                                                          -----------------
   Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Alan E. Wiley
                                                                                               Executive Vice President
                                                                                               Chief Financial Officer
                                                                                               Secretary and Treasurer
</TABLE>


I,  David  E.  McComas,  certify  that:

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

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November  12,  2002

/s/  David  E.  McComas
 ----------------------
David  E.  McComas
President  and  Chief  Executive  Officer



<PAGE>
I,  Alan  E  Wiley,  certify  that:

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

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November  12,  2002

/s/  Alan  E.  Wiley
 -------------------
Alan  E.  Wiley
Executive  Vice  President  and  Chief  Financial  Officer