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                        SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.

                                    FORM 10-K/A

   (Mark One)

   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended January 3, 1998

                                          OR

   [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                SECURITIES ACT OF 1934 

                           Commission File Number 0-20001

                           NATIONAL VISION ASSOCIATES, LTD.
                  (Exact name of Registrant as specified in its charter)

                                         Georgia
                             (State or other jurisdiction of
                              incorporation or organization)

                                        58-1910859
                           (I.R.S. Employer Identification No.)

                                   296 Grayson Highway
                                  Lawrenceville, Georgia
                        (Address of principal executive offices)

                                          30045
                                        (Zip Code)

         Registrant's telephone number, including area code:  (770) 822-3600

               Securities registered pursuant to Section 12(b) of the Act:

                                            None


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ITEM  2.   PROPERTIES

     The Company's 414 domestic vision centers in operation as of 
January 3, 1998 are located in the following states:

Alabama                7              New Hampshire            4
Alaska                 5              New Jersey              12
Arizona               14              New Mexico              10
California            78              New York                26
Colorado               8              North Carolina          37
Connecticut            9              North Dakota            10
Florida                4              Oregon                   9
Georgia               36              Pennsylvania            18
Hawaii                 4              South Carolina          11
Iowa                   7              South Dakota             1
Kansas                10              Tennessee                1
Kentucky               1              Texas                    6
Louisiana              1              Virginia                20
Maryland               3              Washington               3
Massachusetts          4              West Virginia            7
Minnesota             34              Wisconsin                4
Montana                2              Wyoming                  1
Nevada                 7              



     The Company's foreign vision centers in operation as of January 3, 
1998 are located in the following countries:  

                  Czech Republic and Slovakia         3
                  Mexico                             26

     The Company's home office is located in approximately 66,000 square feet 
of space in Lawrenceville, Georgia, and is subleased from Wal-Mart through 
the year 2001 (with an option to renew for approximately seven additional 
years).  The Company's central distribution center, an anti-reflective and 
mirror coating facility, and a lens laboratory are located in the Company's 
Lawrenceville headquarters. 

     The Company has regional headquarters located in St. Cloud, Minnesota, 
which is subject to a lease with a term expiring on October 1, 2007.  This 
facility also contains a full-service optical laboratory.

     The Company's Los Angeles laboratory is also held under lease, which 
was cancelled effective February 1998.  The Company has entered into a lease 
(which expires in December 2002) for a successor facility in the Los Angeles
area. 

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ITEM 6.   SELECTED FINANCIAL DATA

     The following selected financial data of the Company with respect to 
the consolidated financial statements for the years ended December 31, 
1993, 1994, December 30, 1995, December 28, 1996 and January 3, 1998 is 
derived from the Company's consolidated financial statements.  The selected 
financial data set forth below should be read in conjunction with the 
consolidated financial statements and notes thereto included elsewhere 
herein.   For information on dispositions of certain business operations, 
see Note 14 to consolidated financial statements.
<TABLE>
<CAPTION>
                                                   1993       1994 (1)         1995 (2)          1996 (2)       1997 (2)(6)
                                                   ----       --------         --------          ----           ----
                                                           (000's except per share information and statistical data)
<S>                                               <C>         <C>              <C>             <C>             <C>
STATEMENTS OF OPERATIONS DATA:
Net Sales                                         $88,340     $119,395         $145,573        $160,376        $186,354
Cost of Goods Sold                                 41,445       53,898           67,966          76,692          86,363
                                                  -------     --------         --------        --------        --------
Gross Profit                                       46,895       65,497           77,607          83,684          99,991
Gross Profit Percentage                               53%          55%              53%             52%             54%
Selling, General, and Administrative 
  Expenses                                         48,602       63,911           74,390          76,920          89,156
Provision for Dispositions (3)                      7,727           --              958              --              --
Other Nonrecurring Charges (3)                      2,750           --            1,053              --              --
Stock Compensation Expense (3)                        834           --               --              --              --
                                                  -------     --------         --------        --------        --------
Operating Income (Loss)                           (13,018)       1,586            1,206           6,764          10,835
Other Income (Expense), Net                           154       (1,195)          (2,626)         (2,084)         (1,554)
                                                  -------     --------         --------        --------        --------
Income (Loss) Before Income Taxes                 (12,864)         391           (1,420)          4,680           9,281
Income Tax Benefit (Expense)                          900          (40)            (100)         (1,200)         (3,708)
                                                  -------     --------         --------        --------        --------
Net Income (Loss)                                $(11,964)    $    351         $ (1,520)       $  3,480        $  5,573
                                                 ========     ========         ========        ========        ========

Basic Earnings (Loss) Per Common Share (4)       $   (.59)    $    .02         $   (.07)       $    .17        $    .27
                                                 ========     ========         ========        ========        ========
Diluted Earnings (Loss) Per Common Share (4)     $   (.59)    $    .02         $   (.07)       $    .17        $    .27
                                                 ========     ========         ========        ========        ========

Earnings (Loss) before Interest, Taxes,          $ (7,506)    $  9,153         $ 11,584        $ 16,922        $ 21,870
  Depreciation and Amortization
As a Percentage of Sales                            (8.5%)        7.7%             8.0%           10.6%           11.7%

STATISTICAL DATA (UNAUDITED):
Domestic Vision Centers Open at 
  End of Period                                       186          261              319             320             414
Mexico and Eastern Europe Vision 
  Centers Open at End of Period                        19           30               26              21              29
Average Weekly Consolidated Sales
  Per Vision Center (5)                           $10,200      $ 9,500           $8,700          $9,300          $9,400
Average Weekly Sales Per Domestic
  Vision Center (5)                               $11,000      $10,100           $9,100          $9,600          $9,800
Average Weekly Sales Per Vision Center
  in Mexico (5)                                   $ 6,800      $ 4,100           $2,900          $2,700          $2,700
</TABLE>
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<TABLE>
<CAPTION>
                                                1993        1994(1)         1995(2)        1996 (2)     1997 (2)(6)
                                                ----        -------         -------        ----         ----
<S>                                            <C>          <C>            <C>            <C>           <C>
BALANCE SHEET DATA:
Working Capital                                $ 6,954      $ 8,723        $14,556        $13,502       $12,171
Total Assets                                    66,172       77,612         81,237         74,564        83,250
Long-Term Debt and Capital Lease 
   Obligations                                  15,135       30,479         38,000         26,500        23,725
Shareholders' Equity                            31,577       29,613         26,326         29,906        36,368
Long-Term Debt and Lease Obligations
   as a Percentage of Shareholders'
   Equity                                          48%         103%           144%            89%           65%

</TABLE>


(1)      Financial information for 1994 includes results of international 
         operations for the 11 months ended November 30, 1994.  

(2)      Financial information for 1995 and subsequent years include results 
         of international operations for the 12 months ended November 30.  
         See Note 2 to consolidated financial statements.

(3)      In 1995, the Company decided to dispose of its non-core business 
         operations, resulting in a $2 million provision.  See Note 14 to
         consolidated financial statements.  In 1993, the Company recorded
         provisions for nonrecurring charges related to the disposition of 
         the Canada business, termination of a proposed acquisition of a 
         frame manufacturer, write off of capitalized costs for a point of 
         sale system, and compensation expense associated with certain stock
         options granted to employees of the Company.

(4)      In 1997, the Company adopted SFAS No. 128, "Earnings per Share".  
         Basic earnings per common share were computed by dividing net 
         income by the weighted average number of common shares outstanding 
         during the year.  Diluted earnings per common share were computed 
         as basic earnings per common share, adjusted for outstanding stock 
         options that are dilutive.  Outstanding options with an exercise 
         price below the average price of the Company's common stock have 
         been included in the computation of diluted earnings per common 
         share, using the treasury stock method, as of the date of the grant. 
         Stock options have been excluded from the calculation of weighted 
         average shares outstanding during 1993 and 1995, as the effect would 
         be antidilutive.  All earnings per share calculations for 1993 
         through 1996 have been restated to conform with SFAS No. 128.

(5)      Calculated from sales from each month during the period divided by 
         the number of store weeks of sales during the period, excluding 
         stores not open a full month.

(6)      Effective January 1, 1995, the Company changed its year end to a 
         52/53 week retail calendar (see Note 2 to consolidated financial
         statements).  Fiscal 1997 consisted of 53 weeks ended January 3, 
         1998.  Sales for the 53rd week approximated $3.0 million in 
         fiscal 1997.

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                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                      NATIONAL VISION ASSOCIATES, LTD.


                                      By:      /s/Sandra M. Buffa
                                               Sandra M. Buffa
                                               Senior Vice President, Finance
                                               and Treasurer, and Director 
                                               (Principal Financial Officer)

Date: March 11, 1998










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