<PAGE>   1
================================================================================

                                  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 APRIL 1, 2000.

                                       OR

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

                        Commission file number 33 - 70572

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

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

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

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

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

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

                  Yes X                                No
                     ---                                 ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

<TABLE>
<CAPTION>
               Class                                  Outstanding at May 3, 2000
               -----                                  --------------------------
   <S>                                                <C>
   Common Stock, $.01 par value                            7,426,945 shares
</TABLE>

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



<PAGE>   2

                        EYE CARE CENTERS OF AMERICA, INC.

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                     NUMBER
                                                                                                     ------
<S>                                                                                                  <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets at January 1, 2000
                  and April 1, 2000 (Unaudited)..........................................................2

        Condensed Consolidated Statements of Income for the
                  Thirteen Weeks Ended April 3, 1999 (Unaudited)
                  and April 1, 2000 (Unaudited)..........................................................3

        Condensed Consolidated Statements of Cash Flows for the
                  Thirteen Weeks Ended April 3, 1999 (Unaudited)
                  and April 1, 2000 (Unaudited)..........................................................4

        Notes to Condensed Consolidated Financial Statements..........................................5-11

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................................................12-17

Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings...............................................................................17

Item 6. Exhibits and Reports on Form 8-K.............................................................18-19
</TABLE>



                                       1
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        EYE CARE CENTERS OF AMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)

<TABLE>
<CAPTION>
                                             JANUARY 1,     APRIL 1,
                                                2000          2000
                                             ----------    ----------
ASSETS                                                    (Unaudited)
<S>                                          <C>           <C>
CURRENT ASSETS:
      Cash and cash equivalents ............ $    2,955    $    1,843
      Accounts and notes receivable, net ...     11,215        13,263
      Inventory ............................     30,146        27,987
      Prepaid expenses and other ...........      1,514         4,987
      Deferred income taxes ................        446           446
                                             ----------    ----------
Total current assets .......................     46,276        48,526


PROPERTY & EQUIPMENT, net ..................     74,489        73,981
INTANGIBLE ASSETS, net .....................    129,908       128,291
OTHER ASSETS ...............................     11,005        10,508
                                             ----------    ----------
Total assets ............................... $  261,678    $  261,306
                                             ==========    ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
      Accounts payable ..................... $   22,773    $   20,429
      Deferred revenue .....................      6,132         6,826
      Current maturities of long-term debt..     10,799        12,824
      Accrued payroll expense ..............      4,832         4,964
      Accrued interest .....................      3,584         7,036
      Other accrued expenses ...............     10,573        10,361
                                             ----------    ----------
Total current liabilities ..................     58,693        62,440

LONG-TERM DEBT, less current maturities ....    272,968       265,379
DEFERRED INCOME TAXES ......................        446           446
DEFERRED RENT ..............................      3,599         3,724
DEFERRED GAIN ..............................      2,467         2,409
                                             ----------    ----------
Total liabilities ..........................    338,173       334,398
                                             ----------    ----------


SHAREHOLDERS' DEFICIT:
      Common stock .........................         74            74
      Preferred stock ......................     37,268        38,479
      Additional paid-in capital ...........     55,738        54,454
      Accumulated deficit ..................   (169,575)     (166,099)
                                             ----------    ----------
Total shareholders' deficit ................    (76,495)      (73,092)
                                             ----------    ----------
                                             $  261,678    $  261,306
                                             ==========    ==========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.



                                       2
<PAGE>   4

                        EYE CARE CENTERS OF AMERICA, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                                THIRTEEN WEEKS
                                                                                    ENDED
                                                                          -------------------------
                                                                            APRIL 3,      APRIL 1,
                                                                              1999          2000
                                                                          -----------   -----------
                                                                          (Unaudited)   (Unaudited)
<S>                                                                       <C>           <C>
NET REVENUES:
      Optical sales ....................................................  $    74,364   $    95,019
      Management fee ...................................................          710           616
                                                                          -----------   -----------
Total net revenues .....................................................       75,074        95,635

OPERATING COSTS AND EXPENSES:
      Cost of goods sold ...............................................       24,878        30,312
      Selling, general and administrative expenses .....................       40,133        52,959
      Amortization of intangibles ......................................        1,175         1,849
                                                                          -----------   -----------
Total operating costs and expenses .....................................       66,186        85,120
                                                                          -----------   -----------

INCOME FROM OPERATIONS .................................................        8,888        10,515

INTEREST EXPENSE, NET ..................................................        5,998         6,904

INCOME TAX EXPENSE .....................................................           75           135
                                                                          -----------   -----------

NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ..        2,815         3,476

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ....................          491            --
                                                                          -----------   -----------

NET INCOME .............................................................  $     2,324   $     3,476
                                                                          ===========   ===========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.



                                       3
<PAGE>   5

                        EYE CARE CENTERS OF AMERICA, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                     THIRTEEN       THIRTEEN
                                                                    WEEKS ENDED    WEEKS ENDED
                                                                      APRIL 3,       APRIL 1,
                                                                       1999           2000
                                                                    -----------    -----------
                                                                    (Unaudited)    (Unaudited)
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income ................................................   $     2,324    $     3,476
      Adjustments to reconcile net income to net cash provided by
               operating activities:
         Depreciation and amortization ..........................         4,729          6,975
         Other amortization .....................................           381            450
         Cumulative effect of change in accounting principle ....           491             --
         Deferred liabilities and other .........................           293            724
         (Gain)/loss on disposition of property and equipment ...           (22)            43
      Decrease in operating assets and liabilities ..............          (333)        (2,333)
                                                                    -----------    -----------
Net cash provided by operating activities .......................         7,863          9,335
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Acquisition of property and equipment .....................        (4,434)        (4,220)
      Proceeds from sale of property and equipment ..............            16             50
      Purchase of retail outlet .................................          (375)            --
      Payments received on notes receivable .....................            23             16
                                                                    -----------    -----------
Net cash used for investing activities ..........................        (4,770)        (4,154)
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments on debt and capital leases .......................          (146)        (6,242)
      Repurchase of common stock ................................          (400)            --
      Distribution to affiliated OD .............................            --            (51)
                                                                    -----------    -----------
Net cash used for financing activities ..........................          (546)        (6,293)
                                                                    -----------    -----------

NET INCREASE/(DECREASE) IN CASH .................................         2,547         (1,112)
CASH AND CASH EQUIVALENTS, beginning of period ..................         5,127          2,955
                                                                    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period ........................   $     7,674    $     1,843
                                                                    ===========    ===========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>   6

                        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 the
Company, its wholly owned subsidiaries and certain private optometrists (the
"ODs"). All significant intercompany accounts and transactions have been
eliminated in consolidation. Certain reclassifications have been made to the
prior period statements to conform to the current period presentation.

         The accompanying unaudited Condensed Consolidated Financial Statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included and are of a
normal, recurring nature. Operating results for the thirteen week period ended
April 1, 2000 are not necessarily indicative of the results that may be expected
for the fiscal year ended December 30, 2000 ("fiscal 2000"). 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 January 1, 2000 ("fiscal 1999").

2. RELATED PARTY TRANSACTIONS

         The Company and Thomas H. Lee Company ("THL Co.") entered into a
management agreement as of April 24, 1998 (the "Management 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 thirteen
week periods ended April 3, 1999 and April 1, 2000, the Company incurred
$125,000, respectively, related to the agreement.

3. INCOME TAXES

         Deferred tax assets and liabilities are determined based on differences
between financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The Company currently has a net deferred
tax asset related to its temporary differences. Based upon the weight of
available evidence allowed under the criteria set forth under FAS Statement No.
109, including the lack of carryback potential, uncertainties exist as to the
future realization of the deferred tax 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
<PAGE>   7

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

<TABLE>
<CAPTION>
                                                                           THIRTEEN                 THIRTEEN
                                                                          WEEKS ENDED              WEEKS ENDED
                                                                           APRIL 3,                 APRIL 1,
                                                                             1999                     2000
                                                                          -----------              -----------
                                                                          (UNAUDITED)              (UNAUDITED)
<S>                                                                       <C>                      <C>
Cash paid for interest................................................    $     2,107              $     2,920
Dividends accrued on preferred stock..................................    $     1,065              $     1,211
Obligations incurred for capital lease................................    $        --              $       665
</TABLE>

5. INTEREST RATE SWAPS

         The Company does not hold or issue financial instruments for trading
purposes nor is it a party to leveraged derivatives. The Company uses interest
rate swaps that are "vanilla" and involve little complexity as hedge instruments
to manage interest rate risk. The counter parties to the Company's derivatives
consist of major international financial institutions. Because of the number of
these institutions and their high credit ratings, management believes these
derivatives do not present significant credit risk to the Company.

<TABLE>
<CAPTION>
                                                              Weighted Average       Weighted Average
              Notional Amounts                 Maturity           Fixed Pay          Floating Receive
                April 1, 2000                    Date               Rate                   Rate
       --------------------------------     --------------- ---------------------- ----------------------
       <S>                                  <C>             <C>                    <C>
             $ 33.3 million                    May 1, 2000        5.9%                    6.1%
             $ 33.3 million                    May 1, 2001        5.9%                    6.1%
</TABLE>

         Interest rate swap agreements effectively convert floating rates on
long-term debt to fixed rates. The Company's intent is to reduce overall
interest expense while maintaining an acceptable level of risk to interest rate
fluctuations. The swap agreements specifically hedge a portion of both $50.0
million aggregate principle amount of the Company's Floating Interest Rate
Subordinated Term Securities due 2008 and $50.0 million of the Company's Credit
Facility, which consists of (i) the $55.0 million term loan facility; (ii) the
$35.0 million revolving credit facility; and (iii) the $100.0 million
acquisition facility. As market interest rates fluctuate, the unrealized gain or
loss on the swap portfolio moves in relationship to the fair value of the
underlying debt. The Company had an unrealized gain on the interest rate swap
portfolio of $377,274 as of April 1, 2000. The change in the market value of
these interest rate swaps is not recorded in the financial position or
operations of the Company. Interest to be paid or received is accrued as an
adjustment to interest expense. Upon termination of interest rate swaps, the
fair value of the swaps is recorded through operations. If the hedged item is
repaid early, the Company will evaluate if the swap agreement is to be
redesignated or exited.

6. NEW ACCOUNTING PRONOUNCEMENTS

     Derivatives. In June 1998, the Financial Accounting Standards Board issued
FASB No. 133, Accounting for Derivative Instruments and Hedging Activities,
which is required to be adopted in years beginning after June 15, 1999. In June
1999, FASB No. 137, Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB 133 (an amendment of FASB
133), was issued, which delays the required adoption of FASB No. 133 by one
year. The statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The statement will require the Company to



                                       6
<PAGE>   8

recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Company has not yet determined what the effect of
FASB No. 133 will have on the earnings and financial position of the Company.

         Preopening Costs. On January 3, 1999, the Company adopted the AICPA'S
Statement of Position 98-5, Reporting on the Costs of Start-Up Activities ("SOP
98-5"). SOP 98-5 requires that start-up costs, including organizational costs,
be expensed as incurred. The SOP broadly defines start-up activities as those
one-time activities related to opening a new facility, introducing a new product
or services, conducting business in a new territory, conducting business with a
new class of customer or beneficiary, initiating a new process in an existing
facility, or commencing some new operation. The effect of the adoption of the
SOP on the Company's result of operations was a write-off of previously
capitalized pre-opening and organization costs of $491,000, which is reflected
as a cumulative effect of change in accounting principle during the first
quarter of fiscal 1999. Additionally, for the thirteen week periods ended April
3, 1999 and April 1, 2000, the Company's charges to operations were $249,634 and
$69,498, respectively, related to store opening costs.

7. CONDENSED CONSOLIDATING INFORMATION

     The $100,000,000 in principal amount of 9 1/8% Senior Subordinated Notes
due 2008 and $50,000,000 in principal amount of Floating Interest Rate
Subordinated Term Securities due 2008 were issued by the Company and are
guaranteed by its subsidiaries (the "Guarantor Subsidiaries") but are not
guaranteed by ODs. The Guarantor Subsidiaries are wholly owned by the Company
and the guarantees are full, unconditional and joint and several. The following
condensed consolidating financial information presents the financial position,
results of operations and cash flows of (i) Eye Care Centers of America, as
parent, as if it accounted for its subsidiaries on the equity method, (ii) the
Guarantor Subsidiaries, and (iii) 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>   9

                           CONSOLIDATING BALANCE SHEET
                                 JANUARY 1, 2000

<TABLE>
<CAPTION>
                                                           Guarantor                                     Consolidated
ASSETS                                       Parent       Subsidiaries        ODs        Eliminations      Company
                                          ------------    ------------   ------------    ------------    ------------
<S>                                       <C>             <C>            <C>             <C>             <C>
Current assets:
   Cash and cash equivalents              $        862    $      1,656   $        437    $         --    $      2,955
   Accounts and notes receivable               111,532           4,146          2,609        (107,072)         11,215
   Inventory                                    16,463          12,330          1,353              --          30,146
   Prepaid expenses and other                    1,026             444             44              --           1,514
  Deferred income taxes                            446              --             --              --             446
                                          ------------    ------------   ------------    ------------    ------------
Total current assets                           130,329          18,576          4,443        (107,072)         46,276

Property and equipment                          44,153          30,336             --              --          74,489
Intangibles                                     18,805         111,008             95              --         129,908
Other assets                                     9,666           1,339             --              --          11,005
Investment in subsidiaries                       5,514              --             --          (5,514)             --
                                          ------------    ------------   ------------    ------------    ------------
Total assets                              $    208,467    $    161,259   $      4,538    $   (112,586)   $    261,678
                                          ============    ============   ============    ============    ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                       $     16,899    $    108,996   $      3,950    $   (107,072)   $     22,773
   Deferred revenue                              4,213           1,919             --              --           6,132
   Current portion of long-term debt            10,000             799             --              --          10,799
   Accrued payroll expense                       1,884           2,944              4              --           4,832
   Accrued interest                              3,134             450             --              --           3,584
   Other accrued expenses                        6,615           3,750            208              --          10,573
                                          ------------    ------------   ------------    ------------    ------------
Total current liabilities                       42,745         118,858          4,162        (107,072)         58,693
Deferred income taxes                              446                                                            446
Long-term debt, less current maturities        238,211          34,657            100              --         272,968
Deferred rent                                    2,472           1,127             --              --           3,599
Deferred gain                                    1,849             618             --              --           2,467
                                          ------------    ------------   ------------    ------------    ------------
Total liabilities                              285,723         155,260          4,262        (107,072)        338,173
                                          ------------    ------------   ------------    ------------    ------------
Shareholders' equity/(deficit):
   Common stock                                     74              --             --              --              74
   Preferred stock                              37,268              --             --              --          37,268
   Additional paid-in capital                   54,977           1,092           (331)             --          55,738
   Accumulated deficit                        (169,575)          4,907            607          (5,514)       (169,575)

Total shareholders' equity/(deficit)           (77,256)          5,999            276          (5,514)        (76,495)
                                          ------------    ------------   ------------    ------------    ------------
                                          $    208,467    $    161,259   $      4,538    $   (112,586)   $    261,678
                                          ============    ============   ============    ============    ============
</TABLE>

                         CONSOLIDATING INCOME STATEMENT
                   FOR THE THIRTEEN WEEKS ENDED APRIL 3, 1999

<TABLE>
<CAPTION>
                                                                  Guarantor                                    Consolidated
                                                     Parent      Subsidiaries       ODs        Eliminations      Company
                                                  ------------   ------------   ------------   ------------    ------------
<S>                                               <C>            <C>            <C>            <C>             <C>
Optical sales                                     $     42,092   $     22,036   $     10,236   $         --    $     74,364
Management fees                                          2,009            710             --         (2,009)            710
Investment earnings in subsidiaries                      2,487             --             --         (2,487)
                                                  ------------   ------------   ------------   ------------    ------------
Net revenues                                            46,588         22,746         10,236         (4,496)         75,074
Operating costs and expenses:
   Cost of goods sold                                   13,724          8,364          2,790             --          24,878
   Selling, general and administrative expenses         24,735         10,702          6,705         (2,009)         40,133
   Amortization of intangibles                             248            926              1             --           1,175
                                                  ------------   ------------   ------------   ------------    ------------
Total operating costs and expenses                      38,707         19,992          9,496         (2,009)         66,186
                                                  ------------   ------------   ------------   ------------    ------------
Income (loss) from operations                            7,881          2,754            740         (2,487)          8,888
Interest expense, net                                    5,117            879              2             --           5,998
Income tax expense                                          75             --             --             --              75
                                                  ------------   ------------   ------------   ------------    ------------
Net income (loss) before extraordinary item              2,689          1,875            738         (2,487)          2,815
Cumulative effect of change in accounting                  365            126             --             --             491
   principle
                                                  ------------   ------------   ------------   ------------    ------------
Net income (loss)                                 $      2,324   $      1,749   $        738   $     (2,487)   $      2,324
                                                  ============   ============   ============   ============    ============
</TABLE>



                                       8
<PAGE>   10

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THIRTEEN WEEKS ENDED APRIL 3, 1999

<TABLE>
<CAPTION>
                                                               Guarantor                                      Consolidated
                                                 Parent       Subsidiaries        ODs         Eliminations      Company
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Cash flows from operating activities:
Net income (loss)                             $      2,324    $      1,749    $        738    $     (2,487)   $      2,324
Adjustments to reconcile net income (loss)
     to net
Cash provided by operating activities:
    Depreciation and amortization                    2,724           2,004               1              --           4,729
    Other amortization                                 381              --              --              --             381
    Cumulative effect of change in                     365             126              --              --             491
        accounting principle
    Deferred liabilities and other                     293              --              --              --             293
    (Gain) loss on disposition of property
        and equipment                                  (22)             --              --              --             (22)
    Increase/(decrease) in operating assets
        and liabilities                             (1,525)          1,931            (739)             --            (333)
                                              ------------    ------------    ------------    ------------    ------------
Net cash provided by (used in) operating
     activities                                      4,540           5,810              --          (2,487)          7,863
                                              ------------    ------------    ------------    ------------    ------------

Cash flows from investing activities:
    Acquisition of property and equipment           (3,835)           (599)             --              --          (4,434)
    Proceeds from sale of property and                  16              --              --              --              16
        equipment
    Purchase of retail outlet                         (375)             --              --              --            (375)
    Payment received on notes receivable                23              --              --              --              23
    Investment in Subsidiaries                      (2,487)             --              --           2,487              --
                                              ------------    ------------    ------------    ------------    ------------
Net cash provided by (used in) investing
     activities                                     (6,658)           (599)             --           2,487          (4,770)
                                              ------------    ------------    ------------    ------------    ------------

Cash flows from financing activities:
    Payments on debt and capital leases                 --            (146)             --              --            (146)
    Repurchase of common stock                        (400)             --              --              --            (400)
                                              ------------    ------------    ------------    ------------    ------------

Net cash used in financing  activities                (400)          (146)              --              --            (546)
                                              ------------    ------------    ------------    ------------    ------------

Net decrease in cash and cash equivalents           (2,518)          5,065              --              --           2,547

Cash and cash equivalents at beginning of
     period                                          3,119           2,008              --              --           5,127
                                              ------------    ------------    ------------    ------------    ------------

Cash and cash equivalents at end of period    $        601    $      7,073    $         --    $         --    $      7,674
                                              ============    ============    ============    ============    ============
</TABLE>



                                       9
<PAGE>   11

                           CONSOLIDATING BALANCE SHEET
                                  APRIL 1, 2000

<TABLE>
<CAPTION>
                                                           Guarantor                                     Consolidated
ASSETS                                       Parent       Subsidiaries       ODs         Eliminations       Company
                                          ------------    ------------   ------------    ------------    ------------
<S>                                       <C>             <C>            <C>             <C>             <C>
Current assets:
   Cash and cash equivalents              $       (567)   $      1,806   $        604    $         --    $      1,843
   Accounts and notes receivable               110,217          26,901          3,019        (126,874)         13,263
   Inventory                                    15,134          11,582          1,271              --          27,987
   Prepaid expenses and other                    2,805           2,134             48              --           4,987
   Deferred income taxes                           446              --             --              --             446
                                          ------------    ------------   ------------    ------------    ------------
Total current assets                           128,035          42,423          4,942        (126,874)         48,526

Property and equipment                          43,290          30,691             --              --          73,981
Intangibles                                     18,541         109,656             94              --         128,291
Other assets                                     9,302           1,206             --              --          10,508
Investment in subsidiaries                      11,090              --             --         (11,090)             --
                                          ------------    ------------   ------------    ------------    ------------
Total assets                              $    210,258    $    183,976   $      5,036    $   (137,964)   $    261,306
                                          ============    ============   ============    ============    ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                             17,069         126,490          3,744        (126,874)         20,429
   Deferred revenue                              4,549           2,271              6              --           6,826
   Current maturities of long-term debt         12,000             824             --              --          12,824
   Accrued payroll expense                       2,239           2,721              4              --           4,964
   Accrued interest                              6,383             653             --              --           7,036
   Other accrued expenses                        6,840           3,292            229              --          10,361
                                          ------------    ------------   ------------    ------------    ------------
Total current liabilities                       49,080         136,251          3,983        (126,874)         62,440
Deferred income taxes                              446              --             --              --             446
Long-term debt, less current maturities        230,221          35,058            100              --         265,379
Deferred rent                                    2,504           1,220             --              --           3,724
Deferred gain                                    1,809             600             --              --           2,409
                                          ------------    ------------   ------------    ------------    ------------
Total liabilities                              284,060         173,129          4,083        (126,874)        334,398
                                          ------------    ------------   ------------    ------------    ------------
Shareholders' equity/(deficit):
   Common stock                                     74              --             --              --              74
   Preferred stock                              38,479              --             --              --          38,479
   Additional paid-in capital                   53,744           1,091           (381)             --          54,454
   Accumulated deficit                        (166,099)          9,756          1,334         (11,090)       (166,099)
                                          ------------    ------------   ------------    ------------    ------------
Total shareholders' equity/(deficit)           (73,802)         10,847            953         (11,090)        (73,092)
                                          ------------    ------------   ------------    ------------    ------------
                                          $    210,258    $    183,976   $      5,036    $   (137,964)   $    261,306
                                          ============    ============   ============    ============    ============
</TABLE>


                         CONSOLIDATING INCOME STATEMENT
                   FOR THE THIRTEEN WEEKS ENDED APRIL 1, 2000

<TABLE>
<CAPTION>
                                                                  Guarantor                                    Consolidated
                                                     Parent      Subsidiaries       ODs        Eliminations      Company
                                                  ------------   ------------   ------------   ------------    ------------
<S>                                               <C>            <C>            <C>            <C>             <C>
Optical sales                                     $     47,703   $     32,006   $     15,310   $         --    $     95,019
Management fees                                             --          6,022             --         (5,406)            616
Investment earnings in subsidiaries                      5,580             --             --         (5,580)             --
                                                  ------------   ------------   ------------   ------------    ------------
Net revenues                                            53,283         38,028         15,310        (10,986)         95,635
Operating costs and expenses:
   Cost of goods sold                                   15,001         12,127          3,184             --          30,312
   Selling, general and administrative expenses         28,285         18,684         11,396         (5,406)         52,959
   Amortization of intangibles                             314          1,534              1             --           1,849
                                                  ------------   ------------   ------------   ------------    ------------
Total operating costs and expenses                      43,600         32,345         14,581         (5,406)         85,120
                                                  ------------   ------------   ------------   ------------    ------------
Income (loss) from operations                            9,683          5,683            729         (5,580)         10,515
Interest expense, net                                    6,111            791              2             --           6,904
Income tax expense                                          96             39             --             --             135
                                                  ------------   ------------   ------------   ------------    ------------
Net income (loss)                                 $      3,476   $      4,853   $        727   $     (5,580)   $      3,476
                                                  ============   ============   ============   ============    ============
</TABLE>



                                       10
<PAGE>   12

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THIRTEEN WEEKS ENDED APRIL 1, 2000

<TABLE>
<CAPTION>
                                                               Guarantor                                      Consolidated
                                                 Parent       Subsidiaries         OD         Eliminations      Company
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Cash flows from operating activities:
Net income (loss)                             $      3,476    $      4,853    $        727    $     (5,580)   $      3,476
Adjustments to reconcile net income (loss)
     to net
Cash provided by operating activities:
    Depreciation and amortization                    3,484           3,490               1              --           6,975
    Other amortization                                 337             113              --              --             450
    Deferred liabilities and other                     368             350               6              --             724
    (Gain) loss on disposition of property
        and equipment                                   43              --              --              --              43
    Increase/(decrease) in operating assets
        and liabilities                              5,224          (7,041)           (516)             --          (2,333)
                                              ------------    ------------    ------------    ------------    ------------

Net cash provided by (used in) operating
     activities                                     12,932           1,765             218          (5,580)          9,335
                                              ------------    ------------    ------------    ------------    ------------

Cash flows from investing activities:
    Acquisition of property and equipment           (2,829)         (1,391)             --              --          (4,220)
    Proceeds from sale of property and
        equipment                                       50              --              --              --              50
    Payment received on notes receivable                --              16              --              --              16
    Investment in Subsidiaries                      (5,580)             --              --           5,580              --
                                              ------------    ------------    ------------    ------------    ------------

Net cash provided by (used in) investing
     activities                                     (8,359)         (1,375)             --           5,580          (4,154)
                                              ------------    ------------    ------------    ------------    ------------

Cash flows from financing activities:
    Payments on debt and capital leases             (6,002)           (240)             --              --          (6,242)
    Distribution to affiliated OD                       --              --             (51)             --             (51)
                                              ------------    ------------    ------------    ------------    ------------

Net cash used in financing activities               (6,002)           (240)            (51)             --          (6,293)
                                              ------------    ------------    ------------    ------------    ------------

Net decrease in cash and cash equivalents           (1,429)            150             167              --          (1,112)

Cash and cash equivalents at beginning of
     period                                            862           1,656             437              --           2,955
                                              ------------    ------------    ------------    ------------    ------------

Cash and cash equivalents at end of period    $       (567)   $      1,806    $        604    $         --    $      1,843
                                              ============    ============    ============    ============    ============
</TABLE>



                                       11
<PAGE>   13
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

     Eye Care Centers of America, Inc. is the third largest retail optical chain
in the United States as measured by net revenues, operating 361 stores, 283 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 ValuVision," "Stein Optical," "Vision World" and
"Eye DRx." The Company operates in the $5.0 billion retail optical chain sector
of the $16.0 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, (iv) new product innovations and (v) the greater
frequency of eyewear purchases.

     The industry is highly fragmented and is undergoing significant
consolidation. Under the current management team, the Company has successfully
acquired and integrated four acquisitions.

     o   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.

     o   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.

     o   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
         nineteen stores.

     o   In August 1999, the Company acquired from Vision Twenty-One, Inc.
         ("Vision Twenty-One") substantially all of the assets used to operate
         an aggregate of 76 retail eyewear outlets (the "VTO Retail
         Acquisition") located in Minnesota, North Dakota, Iowa, South Dakota
         and Wisconsin operating under the tradename "Vision World," in
         Wisconsin operating under the tradename "Stein Optical," and in New
         Jersey operating under the tradename "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.

         Concurrent with the closing of the VTO Retail Acquisition, the Company
entered into a strategic alliance with Vision Twenty-One involving their
respective managed care programs, optometry and ophthalmology practices and the
co-marketing of Vision Twenty-One's refractive surgery program. Additionally,
Vision Twenty-One currently manages 21 optometric practices in Florida and 6 in
Texas which are located in or adjacent to the Company's stores. On October 25,
1999, Vision Twenty-One announced it has developed an initial plan to
substantially exit the business of managing practices of optometry and
ophthalmology and the discontinuation of select managed care contracts that are
not consistent with its business plan. In connection with Vision Twenty-One
exiting of this business, the Company has



                                       12
<PAGE>   14
subleased to a private optometrist the spaces adjacent to 10 of its Arizona
retail locations which were previously occupied by Vision Twenty-One, and
entered into a long-term management agreement with such private optometrist to
manage its optometric practices at these locations. Additionally, Vision
Twenty-One announced in January 2000 that it has agreed to a merger with
Opticare Health Systems, Inc., subject to shareholder approval from both
companies. In light of the foregoing, the status of the strategic alliance with
Vision Twenty-One and the impact on the Company's stores located adjacent to the
optometric practices managed by Vision Twenty-One is uncertain.

         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 care
contracts aggressively in order to help the Company's retail business grow and
over the past four years has devoted significant management resources to the
development of its managed care business. While the average ticket price on
products purchased under managed care reimbursement plans is typically lower,
managed 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 care contracts more
than offsets the lower average ticket price. During fiscal year 1999,
approximately 26% of the Company's total revenues were derived from managed care
programs. 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 markets shares, broad geographic coverage and sophisticated
information management and billing systems.



                                       13
<PAGE>   15

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                          THIRTEEN
                                                         WEEKS ENDED
                                                     --------------------
                                                     APRIL 3,    APRIL 1,
                                                       1999        2000
                                                     --------    --------
<S>                                                  <C>         <C>
STATEMENT OF INCOME DATA:
NET REVENUES:
      Optical sales                                      99.1%       99.4%
      Management fee                                      0.9         0.6
                                                     --------    --------
Total net revenues                                      100.0       100.0

OPERATING COSTS AND EXPENSES:
      Cost of goods sold                                 33.5*       31.9*
      Selling, general and administrative expenses       54.0*       55.7*
      Amortization of intangibles                         1.6         1.9
                                                     --------    --------

Total operating costs and expenses                       88.2        89.0
                                                     --------    --------

INCOME FROM OPERATIONS                                   11.8        11.0

INTEREST EXPENSE, NET                                     8.0         7.3

INCOME TAX EXPENSE                                        0.1         0.1
                                                     --------    --------


NET INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE          3.7         3.6

CHANGE IN ACCOUNTING PRINCIPLE                            0.6          --
                                                     --------    --------

NET INCOME                                                3.1%        3.6%
                                                     ========    ========
</TABLE>

*  Percentages based on optical sales only

THE THIRTEEN WEEKS ENDED APRIL 1, 2000 COMPARED TO THE THIRTEEN WEEKS ENDED
APRIL 3, 1999.

Net Revenues. The increase in net revenues to $95.6 million for the thirteen
weeks ended April 1, 2000 from $75.1 million for the thirteen weeks ended April
3, 1999 was largely the result of the VTO Retail Acquisition, an increase in
comparable store sales of 4.3% and revenues from stores open less than twelve
months of $2.7 million. The VTO Retail Acquisition resulted in an increase in
net revenues of $14.6 million during the first thirteen weeks of fiscal 2000.

     Gross Profit. Gross profit increased to $65.3 million for the thirteen
weeks ended April 1, 2000 from $50.2 million for the thirteen weeks ended April
3, 1999. Gross profit as a percentage of optical sales increased to 68.1% for
the thirteen weeks ended April 1, 2000 as compared to 66.5% for the thirteen



                                       14
<PAGE>   16
weeks ended April 3, 1999. This percentage increase was largely due to improved
buying efficiencies and a successful change in mix towards a lower cost lens.

Selling General & Administrative Expenses (SG&A). SG&A increased to $53.0
million for the thirteen weeks ended April 1, 2000 from $40.1 million for the
thirteen weeks ended April 3, 1999. SG&A as a percentage of optical sales
increased to 55.7% for the thirteen weeks ended April 1, 2000 from 54.0% for the
thirteen weeks ended April 3, 1999. This percentage increase was due primarily
to the inclusion of doctor payroll expenses for the stores acquired through the
VTO Retail Acquisition and increases in store payroll as a result of purchasing
lower volume stores in the VTO Retail Acquisition. These increased costs were
partially offset by savings realized through economies of scale achieved in
advertising.

Amortization Expense. Amortization expense increased to $1.8 million for the
thirteen weeks ended April 1, 2000 from $1.2 million for the thirteen weeks
ended April 3, 1999. This increase was due to amortization of the goodwill
related to the VTO Retail Acquisition, which was completed during the third
quarter of 1999.

Net Interest Expense. Net interest expense increased to $6.9 million for the
thirteen weeks ended April 1, 2000 from $6.0 million for the thirteen weeks
ended April 3, 1999. This increase was due to the increased borrowings related
to the acquisition.

Change in Accounting Principle. A charge of $0.5 million due to the write-off of
store preopening costs and organization costs related to the adoption of SOP
98-5 was recorded during the thirteen weeks ended April 3, 1999.

Net Income. Net income increased to $3.5 million for the thirteen weeks ended
April 1, 2000 from net income of $2.3 million for the thirteen weeks ended April
3, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operating activities have provided net cash of $9.3
million for the thirteen weeks ended April 1, 2000 as compared to $7.9 million
for the thirteen weeks ended April 3, 1999. As of April 1, 2000, the Company had
$1.8 million of cash available to meet the Company's obligations.

         Capital expenditures are related to the construction of new stores,
repositioning of existing stores in some markets, new computer systems for the
stores and maintenance of existing facilities. Capital expenditures for the
thirteen weeks ended April 1, 2000 were $4.2 million. Capital expenditures for
2000 are anticipated to be approximately $20 million. Of the 2000 capital
expenditures, approximately $16.2 million are expected to be related to new
stores and approximately $3.8 million are expected to be for maintenance of
existing facilities.

         On April 24, 1998, the Company entered into a credit agreement (the
"Credit Facility") which consists of (i) the $55.0 million term loan facility
(the "Term Loan Facility"); (ii) the $35.0 million revolving credit facility
(the "Revolving Credit Facility"); and (iii) the $100.0 million acquisition
facility (the "Acquisition Facility"). The proceeds of the "New Credit Facility"
were used to pay long-term debt outstanding under the previous credit facility.
At April 1, 2000, the Company had $51.0 million in term loans outstanding under
the Term Loan Facility, $2.5 million outstanding under the Revolving Credit
Facility, $69.2 million outstanding under the Acquisition Facility which funded
the Bizer Acquisition and the VTO Retail Acquisition, $149.6 million in notes
payable outstanding and $5.9 million in capital lease obligations. Borrowings
made under the New Credit Facility bear interest at a rate equal to, at the
Company's option, LIBOR plus 2.25% or the Base Rate (as defined in the New



                                       15
<PAGE>   17

Credit Facility) plus 1.25%. The Term Loan Facility matures five years from the
closing date of the New Credit Facility and will amortize quarterly in aggregate
annual principal amounts of approximately $0.0 million, $4.0 million, $12.0
million, $18.0 million, and $21.0 million, respectively, for years one through
five after April 24, 1998.

         Based upon current operations, anticipated cost savings and future
growth, the Company believes that its cash flow from operations, together with
available borrowings under the Revolving Credit Facility, will be adequate to
meet its anticipated requirements for working capital, capital expenditures and
scheduled principal and interest payments. However, the Company believes that
its ability to repay the Notes and amounts outstanding under the Revolving
Credit Facility and the Acquisition Facility at maturity may require additional
financing. The ability of the Company to 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. 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 and the VTO Retail Acquisition 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 1999 as
well as the following: general economic and business conditions; industry
trends; the loss of major customers or suppliers; cost and availability of raw
materials; changes in business strategy or development plans; availability and
quality of management; and availability, terms and deployment of



                                       16
<PAGE>   18

capital. SPECIAL ATTENTION SHOULD BE PAID TO THE FACT THAT STATEMENTS ARE
FORWARD-LOOKING STATEMENTS 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) CONTINUING IMPACT OF REFRACTIVE SURGERY, (VI) THE
COMPANY'S MANAGEMENT ARRANGEMENTS WITH PROFESSIONAL CORPORATIONS AND (VII) THE
ABILITY OF THE COMPANY TO MAKE AND INTEGRATE ACQUISITIONS.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to various market risks. Market risk is the
potential loss arising from adverse changes in market prices and rates. The
Company does not enter into derivative or other financial instruments for
trading or speculative purposes. There have been no material changes in the
Company's market risk during the first quarter of fiscal 2000. For further
discussion, refer to the Eye Care Centers of America, Inc.'s annual report on
Form 10-K for the year ended January 1, 2000.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is a party to routine litigation in the ordinary course of its
business. There have been no such pending matters, individually or in the
aggregate, that the management of the Company has deemed to be material to the
business or financial condition of the Company that have arisen during the first
quarter of fiscal 2000. For further discussion, refer to the Eye Care Centers of
America, Inc.'s annual report on Form 10-K for the year ended January 1, 2000.



                                       17
<PAGE>   19

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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



              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, date July 7, 1999, by and among
                    Eye Care Centers of America, Inc., Vision Twenty-One, Inc.,
                    and The Complete Optical Laboratory, Ltd., Corp. + (c)

             2.10   Letter Agreement, dated August 31, 1999, amending and
                    modifying that certain Asset Purchase Agreement, date July
                    7, 199  by and among Eye Care Centers of America, Inc.,
                    Vision Twenty-One, Inc., and The Complete Optical
                    Laboratory,  Inc., Corp. (d)

             2.11   Agreement Regarding Strategic Alliance. (d)



                                       18
<PAGE>   20

              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 (included in Exhibit 4.1
                    Hereto). (a)

              4.3   Form of Floating Rate Exchange Note (included in Exhibit 4.1
                    Hereto). (a)

              4.4   Form of Guarantee (included in Exhibit 4.1 hereto). (a)

              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   Professional Business Management Agreement dated February
                    27, 2000, by and between Eye Care Centers of America, Inc. a
                    Texas corporation and S.L. Christensen, O.D. & Associates,
                    P.C., an Arizona professional corporation. (e)

             27.1   Financial Data Schedule. (e)

----------

        +  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 Annual Report on Form
           10-K for the year ended January 2, 1999.

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

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

       (e) Filed herewith.

  (b) The Company filed no current reports on Form 8-K with the Securities and
  Exchange Commission during the thirteen weeks ended April 1, 2000.



                                       19
<PAGE>   21

                                   SIGNATURES


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


                                               EYE CARE CENTERS OF AMERICA, INC.




May 8, 2000                                    /s/ Alan E. Wiley
------------------------                       -------------------------------
Dated                                          Alan E. Wiley
                                               Executive Vice President and
                                               Chief Financial Officer
<PAGE>   22

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>                 <C>
    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, date July 7, 1999, by and among
                    Eye Care Centers of America, Inc., Vision Twenty-One, Inc.,
                    and The Complete Optical Laboratory, Ltd., Corp. + (c)

   2.10             Letter Agreement, dated August 31, 1999, amending and
                    modifying that certain Asset Purchase Agreement, date July
                    7, 199  by and among Eye Care Centers of America, Inc.,
                    Vision Twenty-One, Inc., and The Complete Optical
                    Laboratory,  Inc., Corp. (d)

   2.11             Agreement Regarding Strategic Alliance. (d)

    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 (included in Exhibit 4.1
                    Hereto). (a)

    4.3             Form of Floating Rate Exchange Note (included in Exhibit 4.1
                    Hereto). (a)

    4.4             Form of Guarantee (included in Exhibit 4.1 hereto). (a)

    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             Professional Business Management Agreement dated February
                    27, 2000, by and between Eye Care Centers of America, Inc. a
                    Texas corporation and S.L. Christensen, O.D. & Associates,
                    P.C., an Arizona professional corporation. (e)

   27.1             Financial Data Schedule. (e)
</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 Annual Report on Form
           10-K for the year ended January 2, 1999.

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

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

       (e) Filed herewith.