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

(Mark  One)

[X]     Quarterly  report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 29, 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 August 3, 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 June 29, 2002 (Unaudited)                                  2

            Condensed Consolidated Statements of Operations for the
              Thirteen Weeks and Twenty-Six Weeks Ended June 30, 2001
              (Unaudited) and June 29, 2002 (Unaudited)                      3

            Condensed Consolidated Statements of Cash Flows for the
              Twenty-Six Weeks Ended June 30, 2001 (Unaudited)
              and June 29, 2002 (Unaudited)                                  4

            Notes to Condensed Consolidated Financial Statements          5-11

Item 2.     ManagementDiscussion and Analysis of Financial Condition
              and Results of Operations                                  12-18

Item 3.     Quantitative and Qualitative Disclosures About Market Risk      18

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  18

Item 6.  Exhibits and Reports on Form 8-K                                19-20

</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,         JUNE 29,
                                                  2001                2002
                                         -------------------  ---------------
ASSETS                                                            (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $            3,372   $        1,942
   Accounts and notes receivable, net .              10,275           11,035
   Inventory. . . . . . . . . . . . . .              24,665           25,011
   Prepaid expenses and other . . . . .               3,389            2,520
   Deferred income taxes. . . . . . . .               1,337            1,337
                                         -------------------  ---------------
Total current assets. . . . . . . . . .              43,038           41,845
PROPERTY & EQUIPMENT, net . . . . . . .              64,518           61,641
INTANGIBLE ASSETS, net. . . . . . . . .             109,453          107,770
OTHER ASSETS. . . . . . . . . . . . . .               8,004            7,076
                                         -------------------  ---------------
Total assets. . . . . . . . . . . . . .  $          225,013   $      218,332
                                         ===================  ===============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $           21,749   $       22,961
   Current maturities of long-term debt              13,786           24,648
   Deferred revenue . . . . . . . . . .               6,557            6,787
   Accrued payroll expense. . . . . . .               5,733            6,640
   Accrued interest                                   3,284            2,576
   Other accrued expenses . . . . . . .               8,500            8,373
                                         -------------------  ---------------
Total current liabilities . . . . . . .              59,609           71,985
DEFERRED INCOME TAXES . . . . . . . . .               1,337            1,337
LONG-TERM DEBT, less current maturities             260,777          229,998
DEFERRED RENT . . . . . . . . . . . . .               3,790            3,872
DEFERRED GAIN . . . . . . . . . . . . .               1,999            1,883
                                         -------------------  ---------------
Total liabilities . . . . . . . . . . .             327,512          309,075
                                         -------------------  ---------------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .                  74               74
   Preferred stock. . . . . . . . . . .              48,134           51,314
   Additional paid-in capital . . . . .              43,474           39,838
   Accumulated deficit. . . . . . . . .            (194,181)        (181,969)
                                         -------------------  ---------------
Total shareholders' deficit . . . . . . .          (102,499)         (90,743)
                                         -------------------  ---------------
                                         $          225,013   $      218,332
                                         ===================  ===============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements
                                        2
<PAGE>


<TABLE>
<CAPTION>

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


<S>                                                <C>               <C>           <C>                 <C>
                                                              THIRTEEN WEEKS                  TWENTY-SIX WEEKS
                                                                  ENDED                            ENDED
                                                           ----------------                 -----------------
                                                         JUNE 30,       JUNE 29,           JUNE 30,       JUNE 29,
                                                           2001           2002               2001           2002
                                                   ----------------  ------------  ------------------  ------------
                                                        (Unaudited)   (Unaudited)         (Unaudited)   (Unaudited)
REVENUES:
   Optical sales. . . . . . . . . . . . . . . . .  $        80,641   $     88,767  $         173,292   $    191,455
   Management fees. . . . . . . . . . . . . . . .              927            797              1,840          1,786
                                                   ----------------  ------------  ------------------  ------------
Net revenues. . . . . . . . . . . . . . . . . . .           81,568         89,564            175,132        193,241

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . . .           25,763         27,598             54,227         59,666
   Selling, general and administrative expenses.            50,133         53,111            103,913        108,552
   Amortization of intangibles:
     Goodwill . . . . . . . . . . . . . . . . . .            1,220              -              2,606              -
     Noncompete and other intangibles                          903            841              1,765          1,682
                                                   ----------------  ------------  ------------------  ------------
Total operating costs and expenses. . . . . . . .           78,019         81,550            162,511        169,900
                                                   ----------------  ------------  ------------------  ------------
INCOME FROM OPERATIONS. . . . . . . . . . . . . .            3,549          8,014             12,621         23,341
INTEREST EXPENSE, NET . . . . . . . . . . . . . .            6,830          5,565             14,359         10,635
INCOME TAX EXPENSE. . . . . . . . . . . . . . . .              209            283                354            494
                                                   ----------------  ------------  ------------------  ------------
NET INCOME (LOSS) . . . . . . . . . . . . . . . .  $        (3,490)  $      2,166  $          (2,092)  $     12,212
                                                   ================  ============  ==================  ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements
                                        3
<PAGE>


<TABLE>
<CAPTION>

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

<S>                                                                   <C>              <C>
                                                                                    TWENTY-SIX
                                                                                    WEEKS ENDED
                                                                         ----------------------------
                                                                           JUNE 30,         JUNE 29,
                                                                             2001             2002
                                                                      ---------------  ---------------
                                                                          (Unaudited)      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income/(loss). . . . . . . . . . . .      . . . . . . . . . .  $       (2,092)  $       12,212
   Adjustments to reconcile net income to net cash provided by
        operating activities:
     Depreciation and amortization.                                           14,917           11,134
     Loan cost amortization. . . . . . . . . . . . . . . . .                     913              836
     Deferred liabilities and other. . . . . . . . . . . . .                     458              312
     Loss on disposition of property and equipment . . . . .                     145               63
  Increase (decrease) in operating assets and liabilities. . .                (2,637)           1,001
                                                                      ---------------  ---------------
Net cash provided by operating activities.                                    11,704           25,558
                                                                      ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment . . . . . . . . .                  (3,385)          (6,191)
     Payments received on notes receivable . . . . . . . . .                       3                -
                                                                      ---------------  ---------------
Net cash used in investing activities. . . . . . . . . . . . . . . .          (3,382)          (6,191)
                                                                      ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on debt and capital leases . . . . . . . . . .                 (11,361)         (20,387)
     Payments related to debt issuance . . . . . . . . . . .                     680                -
     Distribution to affiliated OD . . . . . . . . . . . . .                    (533)            (410)
                                                                      ---------------  ---------------
Net cash used in financing activities. . . . . . . . . . . . . . . .         (11,214)         (20,797)
                                                                      ---------------  ---------------
NET DECREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . .          (2,892)          (1,430)
CASH AND CASH EQUIVALENTS, beginning of period                                 3,971            3,372
                                                                      ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . .  $        1,079   $        1,942
                                                                      ===============  ===============
</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 twenty-six week
periods  ended  June 29, 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, non-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 of excess purchase price over the market
value  of acquired net assets, management agreements, noncompete agreements, and
a  strategic alliance agreement. Goodwill must be tested for impairment at least
annually  using  a  "two-step"  approach  that  involves  the  identification of
reporting  units  and  the  estimation  of  fair  values.

                                        5
<PAGE>


3.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24, 1998 (as amended, the "Management Agreement"). 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  twenty-six  week periods ended June 30, 2001 and June 29, 2002, the Company
incurred  $125,000  and  $250,000  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>
                                        TWENTY-SIX     TWENTY-SIX
                                        WEEKS ENDED    WEEKS ENDED
                                         JUNE 30,       JUNE 29,
                                           2001           2002
                                      -------------  -------------
                                        (UNAUDITED)    (UNAUDITED)

Cash paid for interest                $      13,957  $       8,835
Dividends accrued on preferred stock  $       2,798  $       3,180
</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 $0.5 million for the twenty-six weeks ended
June  30,  2001.

7.  CONDENSED  CONSOLIDATING  INFORMATION

     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 TWENTY-SIX WEEKS ENDED JUNE 30, 2001


<S>                                              <C>       <C>            <C>       <C>             <C>
                                                             Guarantor                              Consolidated
                                                  Parent    Subsidiaries    ODs      Eliminations      Company
                                                 --------  -------------  --------  --------------  --------------
Revenues:
   Optical sales                                 $86,060   $      57,096  $30,136   $           -   $     173,292
   Management fees                                   528          11,528        -         (10,216)          1,840
   Investment earnings in subsidiaries             7,652               -        -          (7,652)              -
                                                 --------  -------------  --------  --------------  --------------
Net revenues                                      94,240          68,624   30,136         (17,868)        175,132
Operating costs and expenses:
   Cost of goods sold                             28,303          19,884    6,040               -          54,227
   Selling, general and administrative expenses   54,791          34,636   24,702         (10,216)        103,913
   Amortization of intangibles:
     Goodwill                                        528           2,076        2               -           2,606
     Noncompete and other intangibles                  -           1,765        -               -           1,765
                                                 --------  -------------  --------  --------------  --------------
Total operating costs and expenses                83,622          58,361   30,744         (10,216)        162,511
                                                 --------  -------------  --------  --------------  --------------
Income from operations                            10,618          10,263     (608)         (7,652)         12,621
Interest expense, net                             12,602           1,753        4               -          14,359
Income tax expense                                   108             246        -               -             354
                                                 --------  -------------  --------  --------------  --------------
Net income                                       $(2,092)  $       8,264  $  (612)  $      (7,652)  $      (2,092)
                                                 ========  =============  ========  ==============  ==============
</TABLE>

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                    FOR THE THIRTEEN WEEKS ENDED JUNE 30, 2001


<S>                                              <C>       <C>            <C>       <C>             <C>
                                                            Guarantor                                Consolidated
                                                 Parent    Subsidiaries     ODs      Eliminations       Company
                                                 --------  -------------  --------  --------------  --------------
Revenues:
   Optical sales                                 $40,316   $      26,593  $13,732   $           -   $      80,641
   Management fees                                   258           5,300        -          (4,631)            927
   Investment earnings in subsidiaries             2,436               -        -          (2,436)              -
                                                 --------  -------------  --------  --------------  --------------
Net revenues                                      43,010          31,893   13,732          (7,067)         81,568
Operating costs and expenses:
   Cost of goods sold                             13,577           9,296    2,890               -          25,763
   Selling, general and administrative expenses   26,627          16,462   11,675          (4,631)         50,133
   Amortization of intangibles:
     Goodwill                                        264             955        1               -           1,220
     Noncompete and other intangibles                  -             903        -               -             903
                                                 --------  -------------  --------  --------------  --------------
Total operating costs and expenses                40,468          27,616   14,566          (4,631)         78,019
                                                 --------  -------------  --------  --------------  --------------
Income from operations                             2,542           4,277     (834)         (2,436)          3,549
Interest expense, net                              5,945             883        2               -           6,830
Income tax expense                                    87             122        -               -             209
                                                 --------  -------------  --------  --------------  --------------
Net income                                       $(3,490)  $       3,272  $  (836)  $      (2,436)  $      (3,490)
                                                 ========  =============  ========  ==============  ==============
</TABLE>


<TABLE>
<CAPTION>

                                        CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                          FOR THE TWENTY-SIX WEEKS ENDED JUNE 30, 2001


<S>                                                          <C>        <C>             <C>      <C>             <C>
                                                                          Guarantor                               Consolidated
                                                             Parent     Subsidiaries      ODs     Eliminations       Company
                                                             ---------  --------------  -------  --------------  --------------
Cash flows from operating activities:
Net income (loss)                                            $ (2,092)  $       8,264   $ (612)  $      (7,652)  $      (2,092)
Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
   Depreciation and amortization                                7,047           7,868        2               -          14,917
   Loan cost amortization                                         (41)            954        -               -             913
   Deferred liabilities and other                                 (16)            500      (26)              -             458
   Loss on disposition of property and  equipment                  67              78        -               -             145
   Increase/(decrease) in operating assets and liabilities     13,845         (17,482)   1,000               -          (2,637)
                                                             ---------  --------------  -------  --------------  --------------
Net cash provided by operating activities                      18,810             182      364          (7,652)         11,704
                                                             ---------  --------------  -------  --------------  --------------
Cash flows from investing activities:
   Acquisition of property and equipment                       (2,215)         (1,170)       -               -          (3,385)
   Payments received on notes receivable                            -               3        -               -               3
   Investment in Subsidiaries                                  (7,652)              -        -           7,652               -
                                                             ---------  --------------  -------  --------------  --------------
Net cash used in investing activities                          (9,867)         (1,167)       -           7,652          (3,382)
                                                             ---------  --------------  -------  --------------  --------------
Cash flows from financing activities:
   Payments on debt and capital leases                        (20,671)           (256)       -               -         (20,927)
   Proceeds from issuance of debt                               9,500              66        -               -           9,566
   Payments related to debt issuance                                -             680        -               -             680
   Distribution to affiliated OD                                    -               -     (533)              -            (533)
                                                             ---------  --------------  -------  --------------  --------------
Net cash provided by (used in) financing activities           (11,171)            490     (533)              -         (11,214)
                                                             ---------  --------------  -------  --------------  --------------
Net decrease in cash and cash equivalents                      (2,228)           (495)    (169)              -          (2,892)
Cash and cash equivalents at beginning of period                2,215           1,187      569               -           3,971
                                                             ---------  --------------  -------  --------------  --------------
Cash and cash equivalents at end of period                   $    (13)  $         692   $  400   $           -   $       1,079
                                                             =========  ==============  =======  ==============  ==============
</TABLE>

                                        9
<PAGE>


<TABLE>
<CAPTION>

                                    CONDENSED CONSOLIDATING BALANCE SHEETS
                                                 JUNE 29, 2002

<S>                                      <C>         <C>             <C>       <C>             <C>
                                                       Guarantor                               Consolidated
                                           Parent     Subsidiaries      ODs     Eliminations      Company
                                         ----------  --------------  --------  --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents             $    (408)  $       2,041   $   309   $           -   $       1,942
   Accounts and notes receivable, net      100,397          36,382     7,202        (132,946)         11,035
   Inventory                                15,354           7,902     1,755               -          25,011
   Prepaid expenses and other                1,605             867        48               -           2,520
   Deferred income taxes                     1,337               -         -               -           1,337
                                         ----------  --------------  --------  --------------  --------------
Total current assets                       118,285          47,192     9,314        (132,946)         41,845
Property and equipment, net                 37,165          24,476         -               -          61,641
Intangibles, net                            16,693          90,990        87               -         107,770
Other assets                                 6,469             607         -               -           7,076
Investment in subsidiaries                 (10,665)              -         -          10,665               -
                                         ----------  --------------  --------  --------------  --------------
Total assets                             $ 167,947   $     163,265   $ 9,401   $    (122,281)  $     218,332
                                         ==========  ==============  ========  ==============  ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                      $  18,673   $     125,091   $12,143   $    (132,946)  $      22,961
   Current maturities of long-term debt     24,556              92         -               -          24,648
   Deferred revenue                          3,785           2,888       114               -           6,787
   Accrued payroll expense                   3,677           2,935        28               -           6,640
   Accrued interest                          2,308             268         -               -           2,576
   Other accrued expenses                    2,044           5,427       902               -           8,373
                                         ----------  --------------  --------  --------------  --------------
Total current liabilities                   55,043         136,701    13,187        (132,946)         71,985
Deferred income taxes                        1,337               -         -               -           1,337
Long-term debt, less current maturities    197,800          32,098       100               -         229,998
Deferred rent                                2,441           1,431         -               -           3,872
Deferred gain                                1,452             431         -               -           1,883
                                         ----------  --------------  --------  --------------  --------------
Total liabilities                          258,073         170,661    13,287        (132,946)        309,075
                                         ----------  --------------  --------  --------------  --------------
Shareholders' deficit:
   Common stock                                 74               -         -               -              74
   Preferred stock                          51,314               -         -               -          51,314
   Additional paid-in capital               40,455           1,092    (1,709)              -          39,838
   Accumulated deficit                    (181,969)         (8,488)   (2,177)         10,665        (181,969)
                                         ----------  --------------  --------  --------------  --------------
Total shareholders' deficit                (90,126)         (7,396)   (3,886)         10,665         (90,743)
                                         ----------  --------------  --------  --------------  --------------
                                         $ 167,947   $     163,265   $ 9,401   $    (122,281)  $     218,332
                                         ==========  ==============  ========  ==============  ==============
</TABLE>


<TABLE>
<CAPTION>

                                 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                  FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 2002

<S>                                              <C>       <C>            <C>      <C>             <C>
                                                             Guarantor                             Consolidated
                                                  Parent    Subsidiaries    ODs     Eliminations      Company
                                                 --------  -------------  -------  --------------  -------------
Revenues:
   Optical sales                                 $ 93,979  $      61,138  $36,338  $           -   $     191,455
   Management fees                                    341         12,825        -        (11,380)          1,786
   Investment earnings in subsidiaries             15,164              -        -        (15,164)              -
                                                 --------  -------------  -------  --------------  -------------
Net revenues                                      109,484         73,963   36,338        (26,544)        193,241
Operating costs and expenses:
   Cost of goods sold                              31,073         21,299    7,294              -          59,666
   Selling, general and administrative expenses    56,788         34,927   28,217        (11,380)        108,552
   Amortization of intangibles:
     Noncompete and other intangibles                   -          1,682        -              -           1,682
                                                 --------  -------------  -------  --------------  -------------
Total operating costs and expenses                 87,861         57,908   35,511        (11,380)        169,900
                                                 --------  -------------  -------  --------------  -------------
Income from operations                             21,623         16,055      827        (15,164)         23,341
Interest expense, net                               9,349          1,282        4              -          10,635
Income tax expense                                     62            432        -              -             494
                                                 --------  -------------  -------  --------------  -------------
Net income                                       $ 12,212  $      14,341  $   823  $     (15,164)  $      12,212
                                                 ========  =============  =======  ==============  =============
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                    FOR THE THIRTEEN WEEKS ENDED JUNE 29, 2002

<S>                                              <C>       <C>            <C>       <C>             <C>
                                                             Guarantor                              Consolidated
                                                  Parent    Subsidiaries     ODs     Eliminations      Company
                                                 --------  -------------  --------  --------------  -------------
Revenues:
   Optical sales                                 $43,600   $      29,029  $16,138   $           -   $      88,767
   Management fees                                   156           5,767        -          (5,126)            797
   Investment earnings in subsidiaries             5,774               -        -          (5,774)              -
                                                 --------  -------------  --------  --------------  -------------
Net revenues                                      49,530          34,796   16,138         (10,900)         89,564
Operating costs and expenses:
   Cost of goods sold                             14,503           9,849    3,246               -          27,598
   Selling, general and administrative expenses   27,995          16,963   13,279          (5,126)         53,111
   Amortization of intangibles:
     Noncompete and other intangibles                  -             841        -               -             841
                                                 --------  -------------  --------  --------------  -------------
Total operating costs and expenses                42,498          27,653   16,525          (5,126)         81,550
                                                 --------  -------------  --------  --------------  -------------
Income from operations                             7,032           7,143     (387)         (5,774)          8,014
Interest expense, net                              4,890             673        2               -           5,565
Income tax expense                                   (24)            307        -               -             283
                                                 --------  -------------  --------  --------------  -------------
Net income                                       $ 2,166   $       6,163  $  (389)  $      (5,774)  $       2,166
                                                 ========  =============  ========  ==============  =============
</TABLE>


<TABLE>
<CAPTION>

                                        CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                         FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 2002

<S>                                                          <C>        <C>             <C>     <C>             <C>
                                                                          Guarantor                             Consolidated
                                                              Parent     Subsidiaries    ODs     Eliminations      Company
                                                             ---------  --------------  ------  --------------  --------------
Cash flows from operating activities:
Net income (loss)                                            $ 12,212   $      14,342   $ 823   $     (15,165)  $      12,212
Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
   Depreciation and amortization                                5,737           5,397       -               -          11,134
   Loan cost amortization                                         775              61       -               -             836
   Deferred liabilities and other                                 124              74     114               -             312
   Loss on disposition of property and  equipment                  31              32       -               -              63
   Increase/(decrease) in operating assets and liabilities     14,348         (12,721)   (626)              -           1,001
                                                             ---------  --------------  ------  --------------  --------------
Net cash provided by operating activities                      33,227           7,185     311         (15,165)         25,558
                                                             ---------  --------------  ------  --------------  --------------
Cash flows from investing activities:
   Acquisition of property and equipment                       (4,919)         (1,272)      -               -          (6,191)
   Investment in Subsidiaries                                  (9,390)         (5,775)      -          15,165               -
                                                             ---------  --------------  ------  --------------  --------------
Net cash used in investing activities                         (14,309)         (7,047)      -          15,165          (6,191)
                                                             ---------  --------------  ------  --------------  --------------
Cash flows from financing activities:
   Payments on debt and capital leases                        (20,081)           (306)      -               -         (20,387)
   Distribution to affiliated OD                                    -               -    (410)              -            (410)
                                                             ---------  --------------  ------  --------------  --------------
Net cash provided by (used in) financing activities           (20,081)           (306)   (410)              -         (20,797)
                                                             ---------  --------------  ------  --------------  --------------
Net decrease in cash and cash equivalents                      (1,163)           (168)    (99)              -          (1,430)
Cash and cash equivalents at beginning of period                  755           2,209     408               -           3,372
                                                             ---------  --------------  ------  --------------  --------------
Cash and cash equivalents at end of period                   $   (408)  $       2,041   $ 309   $           -   $       1,942
                                                             =========  ==============  ======  ==============  ==============
</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 360 stores, 293 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.  The  Company believes that the increased volume resulting from managed
vision care contracts compensates for the lower average ticket price. During the
twenty-six weeks ended June 29, 2002,

                                       12
<PAGE>

approximately  35.3%  of  the Company's total revenues were derived from managed
vision  care programs, compared to 37.7% for the twenty-six weeks ended June 30,
2001.  Managed  vision  care sales decreased as a percent of the Company's total
revenues  due  to a large increase in non-managed vision care sales. Despite its
decrease in the penetration of the Company's total revenues, managed vision care
sales  increased  2.4%  compared  to  the  first  two  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>


Results  of  Operations

<TABLE>
<CAPTION>

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


<S>                                              <C>           <C>  <C>        <C>  <C>           <C>  <C>        <C>
                                                           THIRTEEN                            TWENTY-SIX
                                                          WEEKS ENDED                          WEEKS ENDED
                                                    ------------------------            -------------------------
                                                    JUNE 30,         JUNE 29,           JUNE 30,         JUNE 29,
                                                      2001             2002               2001             2002
                                                    -------------------------           -------------------------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales                                        99.0    %       99.2    %          99.0    %       99.1   %
   Management fee                                        1.0             0.8                1.0             0.9
                                                 ------------       ---------       ------------       ---------
Total net revenues                                     100.0           100.0              100.0           100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold                                   31.9     *      31.1     *         31.3     *      31.2   *
   Selling, general and administrative expenses         62.2     *      59.8     *         60.0     *      56.7   *
   Amortization of intangibles:
      Goodwill                                           1.5               -                1.5               -
      Noncompete and other intangibles                   1.1             0.9                1.0             0.9
                                                 ------------       ---------       ------------       ---------
Total operating costs and expenses                      95.6            91.1               92.8            87.9
                                                 ------------       ---------       ------------       ---------
INCOME FROM OPERATIONS                                   4.4             8.9                7.2            12.1
INTEREST EXPENSE, NET                                    8.4             6.2                8.2             5.5
INCOME TAX EXPENSE                                       0.3             0.3                0.2             0.3
                                                 ------------       ---------       ------------       ---------
NET INCOME                                              (4.3)    %       2.4    %          (1.2)    %       6.3   %
                                                 ============       =========       ============       =========

*  Percentages based on optical sales only
</TABLE>

THE THIRTEEN WEEKS ENDED JUNE 29, 2002 COMPARED TO THE THIRTEEN WEEKS ENDED JUNE
30, 2001.

Net  Revenues.  The  increase  in net revenues to $89.6 million for the thirteen
weeks  ended  June 29, 2002 from $81.6 million for the thirteen weeks ended June
30,  2001  was  largely  the  result of increased comparable store sales of 9.1%
primarily  due  to  the  continuation  of  a new 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 17.3% compared to
the  second  quarter  of  fiscal 2001, which was offset by a decrease in average
ticket  prices  of  6.5%  compared  to  the  second quarter of fiscal 2001.  The
Company  opened four stores and closed two stores in the second quarter of 2002.

Gross  Profit.  Gross  profit  increased to $61.2 million for the thirteen weeks
ended  June  29,  2002  from $54.9 million for the thirteen weeks ended June 30,
2001.  Gross  profit as a percentage of optical sales increased to 68.9% for the
thirteen  weeks  ended  June  29,  2002  as  compared  to 68.1% for the thirteen

                                       14
<PAGE>

weeks  ended  June  30,  2001.  This  percentage  increase  was largely due to a
continuation  of  improved  buying  efficiencies  and efficiencies gained in lab
operations.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $53.1
million  for  the  thirteen weeks ended June 29, 2002 from $50.1 million for the
thirteen  weeks  ended  June  30,  2001.  SG&A  as a percentage of optical sales
decreased to 59.8% for the thirteen weeks ended June 29, 2002 from 62.2% for the
thirteen  weeks  ended  June 30, 2001.  This percentage decrease was largely the
result  of  the recognition of economies of scale in occupancy and depreciation.
Advertising  expenditures  remained  consistent  with  the  prior year while net
revenues  increased  by  9.8%.

Amortization  Expense.  Amortization  expense  decreased to $0.8 million for the
thirteen  weeks  ended  June  29,  2002 from $2.1 million for the thirteen weeks
ended  June  30, 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 $5.6 million for the
thirteen  weeks  ended  June  29,  2002 from $6.8 million for the thirteen weeks
ended  June 30, 2001.  This decrease was due to the decrease in outstanding debt
and  the  decrease  in  applicable  interest  rates.

Net  Income (Loss).  Net income increased to $2.2 million for the thirteen weeks
ended  June  29,  2002  from a net loss of $(3.5) million for the thirteen weeks
ended  June  30,  2001.

THE  TWENTY-SIX WEEKS ENDED JUNE 29, 2002 COMPARED TO THE TWENTY-SIX WEEKS ENDED
JUNE  30, 2001.

Net Revenues.  Net Revenues.  The increase in net revenues to $193.2 million for
the  twenty-six weeks ended June 29, 2001 from $175.1 million for the twenty-six
weeks  ended  June 30, 2001 was largely the result of increased comparable store
sales  of 9.9% primarily due to the continuation of the new 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 19.5%
compared  to  the  twenty-six  weeks  ended June 30, 2001, which was offset by a
decrease in average ticket prices of 7.7% compared to the twenty-six weeks ended
June  30,  2001.  In  addition, managed vision care sales increased 2.4% for the
twenty-six  weeks  ended June 29, 2002 as compared to the twenty-six weeks ended
June 30, 2001.  The Company opened five stores and closed four stores during the
twenty-six  weeks  ended  June  29,  2002.

Gross Profit.  Gross profit increased to $131.8 million for the twenty-six weeks
ended  June 29, 2002 from $119.1 million for the twenty-six weeks ended June 30,
2001.  Gross  profit as a percentage of optical sales increased to 68.8% for the
twenty-six  weeks  ended  June  29, 2002 as compared to 68.7% for the twenty-six
weeks  ended  June  30,  2001.  This  percentage  increase  was largely due to a
continuation  of  improved  buying  efficiencies  and efficiencies gained in lab
operations.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A increased to $108.6
million for the twenty-six weeks ended June 29, 2002 from $103.9 million for the
twenty-six  weeks  ended  June  30, 2001.  SG&A as a percentage of optical sales
decreased  to  56.7% for the twenty-six weeks ended June 29, 2002 from 60.0% for
the  twenty-six weeks ended June 30, 2001.  This percentage decrease was largely
the  result of the recognition of economies of scale in occupancy, depreciation,
advertising  and  overhead  expenditures.

Amortization  Expense.  Amortization  expense  decreased to $1.7 million for the
twenty-six  weeks ended June 29, 2002 from $4.4 million for the twenty-six weeks
ended  June  30, 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.

                                       15
<PAGE>

Net  Interest  Expense.  Net interest expense decreased to $10.6 million for the
twenty-six weeks ended June 29, 2002 from $14.4 million for the twenty-six weeks
ended  June 30, 2001.  This decrease was due to the decrease in outstanding debt
and  the  decrease  in  applicable  interest  rates.

Net  Income  (Loss).  Net  income  increased to $12.2 million for the twenty-six
weeks  ended  June  29,  2002 from a net loss of $2.1 million for the twenty-six
weeks  ended  June  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  flows  from  operating  activities  have  provided  net cash of $25.6
million  for  the  twenty-six  weeks  ended  June  29, 2002 as compared to $11.7
million  for the twenty-six weeks ended June 30, 2001.  As of June 29, 2002, the
Company  had  $1.9  million  of  cash and cash equivalents available to meet the
Company's  obligations.

     Capital  expenditures  are  related  to  the  construction  of  new stores,
repositioning  of  existing  stores  in  some  markets, new computer systems for
stores  and  maintenance  of  existing facilities.  Capital expenditures for the
twenty-six  weeks  ended June 29, 2002 were $6.2 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)  the  $55.0 million term loan
facility  (the  "Term  Loan  Facility"); (ii) the $35.0 million revolving credit
facility  (the  "Revolving  Credit  Facility");  and  (iii)  the  $100.0 million
acquisition  facility  (the  "Acquisition Facility"). The proceeds of the Credit
Facility  were  used to pay long-term debt outstanding under the previous credit
facility.  At June 29, 2002, the Company had $23.5 million outstanding under the
Term  Loan  Facility,  $11.5  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 $2.6 million in capital lease and
equipment  obligations.  On  December  27,  2000, the Company amended the Credit
Facility.  As  a  result  of  the  amendment to the Credit Facility, interest on
borrowings  was  increased  by 100 basis points from the original interest rates
under  the amended Credit Facility and various financial covenants and scheduled
principal  payments  were revised. Borrowings made under the Credit Facility (as
amended)  bear  interest at a rate equal to, at the Company's option, LIBOR plus
2.25%  to  3.25% or the Base Rate (as defined in the Credit Facility) plus 1.25%
to 2.25%. At June 29, 2002, the Company's Credit Facility bore interest at LIBOR
plus 3.25% 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
$3.3  million and $20.2 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.

                                       16
<PAGE>

<TABLE>
<CAPTION>

   Future  principal maturities for long-term debt and capital lease obligations
as  of  June  29,  2002 are  as  follows:


<S>                                      <C>
2002                                     $  3,921
2003                                       98,921
2004                                          148
2005                                          233
2006                                          308
Beyond 2006                               151,115
                                         --------
Total future principal payments on debt  $254,646
                                         ========
</TABLE>

     Based  upon current operations, anticipated cost savings and future growth,
the  Company  believes  that  its  cash  flow  from  operations,  together  with
borrowings currently available under the Revolving Credit Facility, are adequate
to  meet  its anticipated requirements for working capital, capital expenditures
and  scheduled  principal  and  interest  payments  through the next twelve (12)
months.  The  ability  of  the Company to satisfy its financial covenants within
its  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

                                       17
<PAGE>

Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements  are reasonable, it can give no assurance that such expectations will
prove  to  have  been correct. Such forward-looking statements involve known and
unknown  risks,  uncertainties  and  other  factors  that  may  cause the actual
results,  performance or achievements of the Company, or industry results, to be
materially different from those contemplated or projected, forecasted, estimated
or  budgeted in or expressed or implied by such forward-looking statements. Such
factors  include, among others, the risk and other factors set forth under "Risk
Factors"  in  the  Company's  Registration  Statement on Form S-4 filed with the
Commission and under the heading "Government Regulation" in the Company's Annual
Report  on  Form  10-K  for  2000 as well as the following: general economic and
business  conditions; industry trends; the loss of major customers, suppliers or
managed  vision  care contracts; cost and availability of raw materials; changes
in  business  strategy  or  development  plans;  availability  and  quality  of
management; and availability, terms and deployment of capital. SPECIAL ATTENTION
SHOULD  BE  PAID  TO  THE  FACT  THAT  CERTAIN  STATEMENTS  CONTAINED HEREIN ARE
FORWARD-LOOKING  INCLUDING,  BUT  NOT LIMITED TO, STATEMENTS RELATING TO (I) THE
COMPANY'S  ABILITY  TO  EXECUTE  ITS  BUSINESS  STRATEGY  (INCLUDING,  WITHOUT
LIMITATION,  WITH  RESPECT  TO  NEW  STORE OPENINGS AND INCREASING THE COMPANY'S
PARTICIPATION  IN  MANAGED  VISION CARE PROGRAMS), (II) THE COMPANY'S ABILITY TO
OBTAIN  SUFFICIENT  RESOURCES  TO  FINANCE  ITS  WORKING  CAPITAL  AND  CAPITAL
EXPENDITURE NEEDS AND PROVIDE FOR ITS OBLIGATIONS; (III) THE CONTINUING SHIFT IN
THE  OPTICAL  RETAIL INDUSTRY OF MARKET SHARE FROM INDEPENDENT PRACTITIONERS AND
SMALL  REGIONAL  CHAINS  TO  LARGER  OPTICAL  RETAIL CHAINS; (IV) INDUSTRY SALES
GROWTH  AND CONSOLIDATION; (V) IMPACT OF REFRACTIVE SURGERY AND OTHER CORRECTIVE
VISION  TECHNIQUES;  (VI)  DEMOGRAPHIC  TRENDS;  (VII)  THE COMPANY'S MANAGEMENT
ARRANGEMENTS  WITH  PROFESSIONAL CORPORATIONS; (VIII) THE ABILITY OF THE COMPANY
TO  MAKE  AND  INTEGRATE  ACQUISITIONS; AND (IX) THE 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 second quarter of fiscal 2002.  For further
discussion,  refer  to  the Eye Care Centers of America, Inc.'s annual report on
Form  10-K  for  the  year  ended  December  29,  2001.

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     The  Company is a party to routine litigation in the ordinary course of its
business.  There  have  been  no  such  pending  matters, individually or in the
aggregate,  that  the management of the Company has deemed to be material to the
business  or  financial  condition  of  the  Company that have arisen during the
second  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.

                                       18
<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. Bizer's Vision 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. Bizer's VisionWorld, PLLC and its affiliates. (a)

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

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

</TABLE>

                                       19
<PAGE>


<TABLE>
<CAPTION>

<C>   <S>

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

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

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

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

 4.2  Form of Fixed Rate Exchange Note. (d)

 4.3  Form of Floating Rate Exchange Note. (d)

 4.4  Form of Guarantee. (d)

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

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. (i)

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

99.1  Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

</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)     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.

                                       20
<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.





August 09, 2002                                                                                   /s/ Alan E. Wiley
---------------                                                                                   ------------------
   Dated                                                                                          Alan E. Wiley
                                                                                                  Executive Vice President and
                                                                                                  Chief Financial Officer
                                                                                                  Secretary and Treasurer
</TABLE>