UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
Mark  One
---------

 X     Annual  report pursuant to Section 13 or 15(d) of the Securities Exchange
--     Act  of  1934  for  the  fiscal  year  ended  December  27,  2003.

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

                        Commission file number  33-70572

                        EYE CARE CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)
        TEXAS                                          74-2337775
     (State  or other jurisdiction          (IRS Employer  Identification  No.)
   of  incorporation  or  organization)

                                11103 West Avenue
                          San Antonio, Texas 78213-1392
          (Address of principal executive offices, including Zip Code)
                                 (210) 340-3531
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

     Indicate  by  check  mark  whether the registrant (1) has 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  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  N/A

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).  Yes  __  No  X

     Aggregate  market  value  of  common  stock  held  by non-affiliates of the
registrant  is  $6,325,550.  As  the  registrant's  common  stock  is not traded
publicly, the per share price used in this calculation is based on the per share
price as designated by the Board of Directors as of the last business day of the
registrant's  most  recently completed second fiscal quarter ($15.13 per share).

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common stock as of the latest practicable date: 7,397,689 shares of
common  stock  as  of  March  15,  2004.

     Documents  incorporated  by  reference:  None

                                        1
<PAGE>

<TABLE>
<CAPTION>

                                         FORM 10-K INDEX

                                              PART I


<S>                                    <C>                                                     <C>
ITEM 1.                                BUSINESS                                                 4

ITEM 2.                                PROPERTIES                                              19

ITEM 3.                                LEGAL PROCEEDINGS                                       20

ITEM 4.. . . . . . . . . . . . . . ..  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     20

                                    PART II

ITEM 5.. . . . . . . . . . . . . . ..  MARKET FOR REGISTRANT COMMON STOCK AND RELATED
      . . . . . . . .                   SHAREHOLDER MATTERS                                    21

ITEM 6.. . . . . . . . . . . . . . ..  SELECTED CONSOLIDATED FINANCIAL DATA.                   22

ITEM 7.. . . . . . . . . . . . . . ..  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                                        CONDITION AND RESULTS OF OPERATIONS                    24

ITEM 7A. . . . . . . . . . . . . . ..  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      . . . . . . . . . . . .           MARKET RISK                                            42

ITEM 8.. . . . . . . . . . . . . . ..  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.            42

ITEM 9.. . . . . . . . . . . . . . ..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                                        ACCOUNTING AND FINANCIAL DISCLOSURE                    44

ITEM 9A.                               CONTROLS AND PROCEDURES                                 44

                                    PART III

ITEM 10.                               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT      45

ITEM 11.                               EXECUTIVE COMPENSATION                                  49

ITEM 12. . . . . . . . . . . . . . ..  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     . . . . . . . . . . . . .          MANAGEMENT                                             53

ITEM 13.                               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS          55

ITEM 14. . . . . . . . . . . . . . ..  PRINCIPAL ACCOUNTANT FEES AND SERVICES                  56

                                    PART IV

ITEM 15. . . . . . . . . . . . . . ..  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
      . . . . . . . . . . . .           ON FORM 8-K                                            57
</TABLE>

                                        2
<PAGE>

FORWARD-LOOKING  STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended. All statements
other  than statements of historical facts included in this report regarding the
Company's  financial  position,  business  strategy,  budgets  and  plans  and
objectives  of  management for future operations are forward-looking statements.
Whenever  the  Company  makes  a statement that is not a statement of historical
fact  (such  as  when  the  Company  describes  what  it  "believes," "expects,"
"anticipates,"  or  "intends"  to  do  or what "should" occur in the future, and
other  similar  statements),  the Company is making a forward looking statement.
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"  herein and under the heading
"Government  Regulation"  herein  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 capital. SPECIAL ATTENTION SHOULD BE PAID TO THE FACT
THAT CERTAIN STATEMENTS CONTAINED HEREIN ARE FORWARD-LOOKING  INCLUDING, BUT NOT
LIMITED  TO,  STATEMENTS  RELATING  TO  (I) THE COMPANY'S ABILITY TO EXECUTE ITS
BUSINESS  STRATEGY  (INCLUDING,  WITHOUT  LIMITATION,  WITH RESPECT TO NEW STORE
OPENINGS  AND  INCREASING  THE  COMPANY'S  PARTICIPATION  IN MANAGED VISION CARE
PROGRAMS);  (II) THE COMPANY'S ABILITY TO OBTAIN SUFFICIENT RESOURCES TO FINANCE
ITS  WORKING  CAPITAL  AND  CAPITAL  EXPENDITURE  NEEDS  AND  PROVIDE  FOR  ITS
OBLIGATIONS; (III) THE CONTINUING SHIFT IN THE OPTICAL RETAIL INDUSTRY OF MARKET
SHARE FROM INDEPENDENT PRACTITIONERS AND SMALL REGIONAL CHAINS TO LARGER OPTICAL
RETAIL  CHAINS; (IV) INDUSTRY SALES GROWTH; (V) IMPACT OF REFRACTIVE SURGERY AND
OTHER CORRECTIVE VISION TECHNIQUES; (VI) DEMOGRAPHIC TRENDS; (VII) THE COMPANY'S
MANAGEMENT  ARRANGEMENTS  WITH  PROFESSIONAL  CORPORATIONS; (VIII) THE COMPANY'S
ABILITY  TO OBTAIN ADDITIONAL FINANCING TO REPAY THE CREDIT FACILITY OR NOTES AT
MATURITY; AND (IX) THE CONTINUED MEDICAL INDUSTRY EFFORT TO REDUCE MEDICAL COSTS
AND  THIRD  PARTY  REIMBURSEMENTS.

                                        3
<PAGE>

                                     PART I

ITEM  1.  BUSINESS
------------------

GENERAL

     Eye  Care  Centers  of  America,  Inc. (the "Company") is the third largest
retail optical chain in the United States as measured by net revenues, operating
or  managing 373 stores, of which 304 are optical superstores with in-house lens
processing capabilities.   The Company directly owns 309 optical stores with the
remaining  64  stores  being  owned  by an optometrist's professional entity and
managed by a subsidiary of the Company under management agreements. For purposes
of  this  Report,  all  of  such optical stores, whether owned or managed by the
Company  (and  its subsidiaries) are referred to herein as the Company's stores.
The  Company  utilizes  a  strategy of clustering its stores within its targeted
markets  in  order  to  build  local market leadership and strong consumer brand
awareness,  as  well as to achieve economies of scale in advertising, management
and  field  overhead. Management believes that the Company has either the number
one  or  two  superstore  market  share  position  in  twelve of its top fifteen
markets,  including  Washington,  D.C.,  Minneapolis, Dallas, Houston, Tampa/St.
Petersburg, Phoenix, Miami/Ft. Lauderdale, Portland and San Antonio. The Company
generated  net  revenues  and  EBITDA  (as  defined  under  the heading "Item 6.
Selected  Consolidated  Financial  Data")  of  $369.9 million and $53.7 million,
respectively,  for  the  fiscal year ended December 27, 2003 ("fiscal 2003") and
anticipates  net  revenues  and  EBITDA  of  $398.1  million  and $61.7 million,
respectively,  for  the  fiscal  year  ended  January  1,  2005 ("fiscal 2004").

     The  Company's stores, which average approximately 4,100 square feet, carry
a  broad  selection  of branded frames at competitive prices, including designer
eyewear,  as  well  as  the  Company's  own  proprietary  brands and non-branded
products.  Non-branded product constituted approximately 75% of frame units sold
in  both 2003 and 2002, respectively.  The Company's superstores offer customers
"one-hour  service"  on  most  prescriptions  by  utilizing  on-site  processing
laboratories  to  grind,  coat  and  edge lenses. Moreover, optometrists ("ODs")
located  within  or  adjacent  to  all  of  the Company's stores offer customers
convenient  eye  exams  and  provide  a  consistent  source  of  optical  retail
customers.  In  the Company's experience, over 72% of such ODs' regular eye exam
patients  purchase  eyewear  from  the Company's adjacent optical retail stores.

     The  Company's  management  team  has  focused  on  improving  operating
efficiencies  and  growing  the business through both strategic acquisitions and
new  store openings. The Company's net revenues increased from $140.2 million in
fiscal  1995  to  $369.9  million in fiscal 2003, while the Company's store base
increased  from  152  to 373 over the same period, primarily as a result of four
acquisitions.  The  Company's  management  team owns or has the right to acquire
approximately  15.1%  of  the  Company's  common stock on a fully diluted basis,
through  direct  ownership  and  stock  options.

                                        4
<PAGE>

BUSINESS  STRATEGY

     Management  believes that key drivers of growth for the Company include (i)
the success of the Company's promotional activities, (ii) the continuing role of
managed  vision  care  and  (iii) new product innovations.  The Company plans to
focus  on  these  key  drivers  by  building local market leadership through the
implementation  of  the  following  key  elements  of  its  business  strategy:

     MAXIMIZE STORE PROFITABILITY. Management continues to improve the Company's
operating  margins through enhanced day-to-day store execution, customer service
and  inventory  asset  management.  The Company has implemented various programs
focused  on  (i)  increasing sales of higher margin, value-added and non-branded
products,  (ii) continuing store expense reductions and (iii) offering extensive
productivity-enhancing  employee  training.  Management  believes  its  store
clustering  strategy  will  enable  the  Company  to  continue to leverage local
advertising  and field management costs to improve its operating margins. In the
fourth  quarter  of  2001,  management  implemented  a  value-oriented format in
certain  markets  based  upon  local  market  demographics.  This  value  format
involves featuring lower retail price, higher margin products and increasing the
selection  of value frames.  The Company continues to improve the value offering
by increasing the number of frames in additional stores and making multiple pair
purchases  available  to  several  prescription wearers.  In addition to the two
complete  pair  of single vision eyeglasses for $99 value promotion, the Company
continued  to  increase  the  availability  of  its promotional discount offers.

     REDUCTION  OF DEBT.  In order to improve the Company's EBITDA to total debt
ratio  and  reduce  the  amount  of  outstanding  debt, management has initiated
strategies  to generate cash.  During 2001, 2002, and 2003 the new store opening
program  was  reduced  to  approximately  seven  to ten stores each year and the
Company  plans  to continue this trend with eight new store openings anticipated
for  2004.  Management  has  also  continued  its  focus  on process improvement
initiatives  that  result in the reduction in head counts and corporate overhead
expenses.  Management  is  continually  evaluating  methods  to  increase  store
profitability  and  increase cash flow.  Total debt has been reduced from $291.4
million  at  the  end of fiscal 2000 to $238.8 million at the end of fiscal 2003
with further reductions to $221.6 million anticipated by the end of fiscal 2004.

     CAPITALIZE  ON  MANAGED  VISION  CARE. While management continues to pursue
managed  vision  care  relationships, revenues from managed vision care remained
consistent  from  fiscal  2002  to fiscal 2003 (and decreased as a percentage of
revenues),  mostly  due to the Company's aggressive in-store promotional offers.
As  of  December  27,  2003, retail sales arising from managed vision care plans
totaled 31.6% of optical sales for fiscal 2003.  Management has made a strategic
decision to pursue funded managed vision care relationships in order to help the
Company's  retail  business  grow.  Funded  managed  vision  care  relationships
include  capitated  and fee-for-service insurance contracts.  Discount insurance
programs  consist  of  relationships  where the customer receives an agreed upon
discount on product.  Funded managed vision care plans grew at the rate of 7% in
2003.  Management  believes that discount managed care programs will play a less
significant role as the value retail offer becomes more developed

                                        5
<PAGE>

throughout  the Company's stores. The percent of penetration should normalize at
30%  as  the transition to the funded programs materializes and the retail offer
displaces  discount  managed  care  activity.  As  part of its ongoing effort to
develop its managed vision care business, the Company has (i) implemented direct
marketing  programs  and  information  systems  necessary to compete for managed
vision  care  relationships  primarily  with  funded plans and other third party
payors, (ii) developed significant relationships with insurance companies, which
have  strengthened  the  Company's  ability  to  secure  managed  vision  care
relationships,  and  (iii)  been  asked  to participate on numerous regional and
national  managed vision care panels. While the average ticket price on products
purchased  under  managed  vision  care  reimbursement plans is typically lower,
managed  vision  care  transactions  generally  earn comparable operating profit
margins  as  they require less promotional spending and advertising support. The
Company  believes  that  the increased volume resulting from managed vision care
relationships  also  compensates  for the lower average ticket price. Management
believes  that  the  role  of  managed  vision care will continue to benefit the
Company  and  other large retail optical chains with strong local market shares,
broad  geographic  coverage and sophisticated information management and billing
systems.

     EXPAND STORE BASE. In order to continue to build leadership in its targeted
markets,  the  Company plans to take advantage of "fill-in" opportunities in its
existing  markets,  as well as to enter attractive new markets where it believes
it  can  achieve  a  number  one or two market share position. Consequently, the
Company  opened  one  store  in  an  existing market and nine stores in Atlanta,
Georgia  during  2003.  The  Company  aggressively  introduced its stores to the
Atlanta  market in 2003 with eight stores planned in 2004, five of which will be
in  the  Atlanta  market.  Management believes that the Company has in place the
systems and infrastructure to execute its new store opening plan and has devoted
significant  management  resources  to  the continued development of the Atlanta
market.  The  Company uses a site selection model utilizing proprietary software
which  incorporates  industry and internally generated data (such as competitive
market  factors, demographics and customer specific information) to evaluate the
attractiveness  of  new  store openings. In 2003, the Company utilized a smaller
and  more efficient format, spending approximately $350,000 per new store, using
a  store  format  averaging  approximately 2,800 square feet, equipping each new
store  with standardized fixtures and equipment.  Initial inventory requirements
for  new  stores  averaged  $49,000  and  pre-opening costs averaged $34,000 per
store, primarily for payroll and training expenditures incurred before the store
opens.

                                        6
<PAGE>

WHILE  ALL STORES SELL FRAMES AND SPECTACLE LENSES, THE COMPANY OPERATES VARIOUS
STORE FORMATS.  THE FOLLOWING TABLE SETS FORTH A SUMMARY OF THE COMPANY'S STORES
OPERATING  UNDER  EACH  TRADE  NAME,  AS  OF MARCH 15, 2004, RANKED BY NUMBER OF
STORES:


<TABLE>
<CAPTION>

<S>                                                <C>            <C>                 <C>
                                                   NUMBER OF      GEOGRAPHIC          TYPICAL STORE
TRADE NAME. . . . . . . . . . . . . . . . . . . .    STORES         FOCUS                 FORMAT
-------------------------------------------------  -------------  ------------------  --------------

EyeMasters. . . . . . . . . . . . . . . . . . . .    163         Southwest,           Superstores
    . . . . . . . . . . . . . . . . . . . . . . .                Midwest,             Sq. Ft. 4,000
    . . . . . . . . . . . . . . . . . . . . . . .                Southeast            Lab
                                                                                      Contact Lenses
                                                                               (124 of 163 locations)

Visionworks . . . . . . . . . . . . . . . . . . .    53          Southeast            Superstores
    . . . . . . . . . . . . . . . . . . . . . . .             .                       Sq. Ft. 6,100
    . . . . . . . . . . . . . . . . . . . . . . .             .                       Lab
                                                                                      Contact Lenses

Vision World. . . . . . . . . . . . . . . . . . .    36           Primarily           Conventional
    . . . . . . . . . . . . . . . . . . . . . . .                 Minnesota           Sq. Ft. 2,300
                                                                                      Contact Lenses

Doctor VisionWorks .  . . . . . . . . . . . . . .    31           Maryland,           Superstores
    . . . . . . . . . . . . . . . . . . . . . . .                 Colorado            Sq. Ft.  3,500
    . . . . . . . . . . . . . . . . . . . . . . .              .  and Atlanta         Lab
                                                                                      Contact Lenses

Dr. Bizer's VisionWorld, Dr. Bizer's. . . . . . .    24           Southeast &         Superstores
   ValuVision, Doctor's ValuVision . .. . . . . .              .  Central             Sq. Ft.  5,800
                                                                                      Lab
                                                                                      Contact Lenses

Hour Eyes . . . . . . . . . . . . . . . . . . . .    22           Mid Atlantic        Conventional
    . . . . . . . . . . . . . . . . . . . . . . .              .                      Sq. Ft. 2,600
    . . . . . . . . . . . . . . . . . . . . . . .              .                      Lab
                                                                                      Contact Lenses

Stein Optical . . . . . . . . . . . . . . . . . .    15           Primarily           Superstores
    . . . . . . . . . . . . . . . . . . . . . . .                 Wisconsin           Sq. Ft. 3,400
    . . . . . . . . . . . . . . . . . . . . . . .              .                      Lab
                                                                                      Contact Lenses

Eye DRx . . . . . . . . . . . . . . . . . . . .      15           Primarily           Conventional
    . . . . . . . . . . . . . . . . . . . . . . .                 New Jersey          Sq. Ft. 3,200
                                                                                      Contact Lenses


Binyon's. . . . . . . . . . . . . . . . . . . . . .  14           Primarily           Superstores
                                                                  Oregon. . . . . . . Sq. Ft. 4,600
    . . . . . . . . . . . . . . . . . . . . . . .              .                      Lab
                                               -------------
Total . . . . . . . . . . . . . . . . . .           373
                                               =============
</TABLE>

                                        7
<PAGE>

STORE  OPERATIONS

     OVERVIEW.  The  Company  believes  that  the  location  of its stores is an
essential  element  of its strategy to compete effectively in the optical retail
market.  The  Company emphasizes locations within regional shopping malls, power
centers,  strip  shopping  centers  and  freestanding  locations.  The  Company
generally targets retail space that is close to high volume retail anchor stores
frequented by middle to high-income clientele. In order to generate economies of
scale  in  advertising,  management  and  field  overhead  expenses, the Company
attempts  to  cluster  its  stores  within  a  direct  marketing  area.

     The  following  table  sets forth as of December 27, 2003 the Company's top
fifteen markets as measured by the Company's sales. Management's estimate of the
Company's  superstore  market  share  ranking is number one or two in the twelve
markets  noted.

<TABLE>
<CAPTION>


<S>                           <C>
   DESIGNATED                          NUMBER OF
  MARKET AREA . . .                   SUPERSTORES
-----------------                     -------------
Washington, D.C *. . . . . .                21
Houston *. . . . . . . . . .                19
Dallas * . . . . . . . . . .                22
Louisville * . . . . . . . .                 7
Tampa/St. Petersburg * . . .                13
Minneapolis/St. Paul * . . .                21
Phoenix *. . . . . . . . . .                13
Nashville *. . . . . . . . .                11
Milwaukee *. . . . . . . . .                15
Miami/Ft. Lauderdale * . . .                 9
Portland * . . . . . . . . .                12
Eastern New Jersey . . . . .                14
San Antonio *. . . . . . . .                 8
Denver . . . . . . . . . . .                 9
Baltimore. . . . . . . . . .                 9
                                    ---------------
Total of Top Fifteen Markets               203
                                    ===============
</TABLE>

<TABLE>
<CAPTION>

     LOCATIONS.  The  Company  operates  or manages 373 stores, 304 of which are
superstores,  located  primarily  in the Southwest, Midwest and Southeast, along
the  Gulf  Coast  and Atlantic Coast and in the Pacific Northwest regions of the
United  States.  Of  the  Company's stores, 186 are located in enclosed regional
malls,  126  are  in  strip  shopping centers and 61 are freestanding locations.

                                        8
<PAGE>

     The following table sets forth by location, ranked by number of stores, the
Company's  store base  as  of  March  15,  2004.


<S>               <C>         <C>          <C>           <C>              <C>    <C>        <C>    <C>      <C>     <C>
 LOCATION. . . .  EYEMASTERS  VISIONWORKS  VISION WORLD  DR. VISIONWORKS  BIZER  HOUR EYES  STEIN  EYE DRX  BINYONS TOTAL
----------------  ----------  -----------  ------------  ---------------  -----  ---------  -----  -------  ------  -----

 Texas . . . . .          78            -             -                -      -          -      -        -       -     78
 Florida . . . .           3           38             -                -      -          -      -        -       -     41
 Minnesota . . .           -            -            30                -      -          -      -        -       -     30
 Tennessee . . .           7            -             -                -     12          -      -        -       -     19
 Wisconsin . . .           -            -             2                -      -          -     15        -       -     17
 Arizona . . . .          15            -             -                -      -          -      -        -       -     15
 New Jersey. . .           -            -             -                -      -          -      -       15       -     15
 Virginia. . . .           -            1             -                -      -         13      -        -       -     14
 Maryland. . . .           -            -             -                8      -          6      -        -       -     14
 Oregon. . . . .           -            -             -                -      -          -      -        -      13     13
 Colorado. . . .           -            -             -               12      -          -      -        -       -     12
 Louisiana . . .          12            -             -                -      -          -      -        -       -     12
 North Carolina.           -           12             -                -      -          -      -        -       -     12
 Georgia. .  . .           -            -             -               11      -          -      -        -       -     11
 Kentucky. . . .           -            -             -                -     10          -      -        -       -     10
 Ohio. . . . . .           9            -             -                -      -          -      -        -       -      9
 Missouri. . . .           5            -             -                -      1          -      -        -       -      6
 Oklahoma. . . .           5            -             -                -      -          -      -        -       -      5
 Kansas. . . . .           4            -             -                -      -          -      -        -       -      4
 Nebraska. . . .           4            -             -                -      -          -      -        -       -      4
 Nevada. . . . .           4            -             -                -      -          -      -        -       -      4
 New Mexico. . .           4            -             -                -      -          -      -        -       -      4
 Utah. . . . . .           4            -             -                -      -          -      -        -       -      4
 Iowa. . . . . .           1            -             2                -      -          -      -        -       -      3
 Mississippi . .           3            -             -                -      -          -      -        -       -      3
 Washington, D.C           -            -             -                -      -          3      -        -       -      3
 Alabama . . . .           2            -             -                -      -          -      -        -       -      2
 Idaho . . . . .           2            -             -                -      -          -      -        -       -      2
 South Carolina.           -            2             -                -      -          -      -        -       -      2
 Washington. . .           1            -             -                -      -          -      -        -       1      2
 Indiana . . . .           -            -             -                -      1          -      -        -       -      1
 North Dakota. .           -            -             1                -      -          -      -        -       -      1
 South Dakota. .           -            -             1                -      -          -      -        -       -      1
                  ----------   ---------   ------------  ---------------  -----  ---------  -----  -------  ------  -----
 Total . . . . .         163           53            36               31     24         22     15       15      14    373
                  ==========  ===========  ============  ===============  =====  =========  =====  =======  ======  =====
</TABLE>

     STORE  LAYOUT  AND  DESIGN.  The  average  size  of the Company's stores is
approximately  4,100  square  feet.  The Company has developed and implemented a
smaller  and  more  efficient  new  store  prototype,  which ranges in size from
approximately  2,800 square feet to 3,500 square feet depending upon the on-site
optometrist's  location  within  the  store or in an adjacent location. This new
store  prototype  typically  has  approximately 450 square feet dedicated to the
in-house  lens  processing area and 1,750 square feet devoted to product display
and  fitting  areas.  If  adjacent  to  the  store  location, the OD's office is
generally  1,300  square  feet  and  if within the store is generally 600 square
feet. Each store follows a uniform merchandise layout plan, which is designed to
emphasize  fashion, invite customer browsing and enhance the customer's shopping

                                        9
<PAGE>

experience.  Frames  are  displayed  in  self-serve cases along the walls and on
tabletops  located  throughout the store and are organized by gender suitability
and frame style. The Company believes its self-serve displays are more effective
and  more  customer  friendly  than  the locked glass cases or "under the shelf"
trays  used  by some of its competitors. Above the display racks are photographs
of men and women which are designed to help customers coordinate frame shape and
color  with  their  facial  features.  In-store  displays  and signs are rotated
periodically  to  emphasize  key  vendors  and  new  styles.

     IN-HOUSE  LENS  PROCESSING.  The  Company's  superstores  have  an  on-site
lens-processing  laboratory  of  approximately  450  square  feet  in which most
prescriptions  can  be  prepared  in  one hour or less. Lens processing involves
grinding,  coating  and  edging  lenses.  Some stores utilize the Company's main
laboratory  in San Antonio, Texas, which has a typical turnaround of two to four
days  and  also  handles  unusual  or  difficult  prescriptions.

     ON-SITE  OPTOMETRIST. Adjacent to or within most of the stores is an OD who
performs  eye  examinations  and in some cases dispenses contact lenses. The ODs
generally  have  the  same operating hours as the Company's adjacent stores. The
ODs  offer  customers  convenient  eye  exams and provide a consistent source of
optical  retail  customers.  In  the Company's experience, over 72% of such ODs'
regular  eye  exam  patients  purchase  eyewear from the adjacent optical retail
store.  In addition, the Company believes proficient ODs help to generate repeat
customers  and  reinforce  the quality and professionalism of each store. Due to
various  applicable  state  regulations,  the Company has a variety of operating
structures.

-    At  227  of the Company's stores, the ODs are independent optometrists (the
     "Independent ODs"), who lease space within or adjacent to each store. At 36
     of  the Company's stores, the Independent OD owns the professional eye exam
     practice  and  the  Company  provides  management services to the practices
     under business management agreements. These Independent ODs are independent
     and the Company cannot exercise any control over such Independent ODs. Most
     of  these  ODs  pay  the Company monthly rent consisting of a percentage of
     gross  receipts,  base  rental  or  a  combination  of  both.

-    At  46  of  the  Company's  stores,  the  ODs are employees of the Company.

-    Sixty-four  of the Company's stores are owned by a professional corporation
     or  other entity controlled by an OD (the "OD PC"). The OD PC owns both the
     optical dispensary and the professional eye examination practice. The OD PC
     employs  the  ODs  and  the  Company  (through  its  subsidiaries) provides
     management  services  to  these  stores  (including  the dispensary and the
     professional  practice)  under  business  management agreements. At most of
     these  locations, the Company (through its subsidiaries) provides a turnkey
     operation,  providing  the leased premises, employees (other than the ODs),
     furniture,  fixtures  and equipment. In addition, the Company has an option
     to  designate another OD to purchase the OD PC (or its assets) at an agreed
     upon  calculation  to  determine  the purchase price. At December 27, 2003,
     these  prices  in  the aggregate are approximately $10.0 million. Under the
     applicable  optometric  and  other laws and regulations, the Company is not
     permitted  to  control  the  professional  practice  of  the  OD  PC (e.g.,
     scheduling,  employment  of  optometrists,

                                       10
<PAGE>

     protocols,  examination  fees  and other matters requiring the professional
     judgment  of  the  OD). The management agreements specifically prohibit the
     Company  from  engaging in activities that would constitute controlling the
     OD  PC's  practice  and  reserve  such  rights  and  duties  for the OD PC.

     STORE  MANAGEMENT.  Each  store  has  an  operating  plan,  which  maps out
appropriate  staffing  levels  to  maximize  store profitability. In addition, a
general  manager  is responsible for the day-to-day operations of each store. In
higher  volume locations, a retail manager supervises the merchandising area and
the eyewear specialists. Customer service is highly valued by the Company and is
monitored  by  location and associate.  A lab manager trains the lab technicians
and  supervises  eyewear  manufacturing.  Sales  personnel are trained to assist
customers effectively in making purchase decisions. A portion of store managers'
and  territory  directors'  compensation  is  based  on sales, profitability and
customer  service  scores at their particular stores. The stores are open during
normal retail hours, typically 10 a.m. to 9 p.m., six days a week, and typically
12:00  p.m.  to  6:00  p.m.  on  Sundays.

MERCHANDISING

     The  Company's  merchandising  strategy  is  to  offer its customers a wide
selection  of  high quality and fashionable frames at various price points, with
particular  emphasis  on  offering  a  broad  selection  of competitively priced
designer  and  proprietary  branded  frames.  The  Company's product offering is
supported  by  strong  customer service and advertising. The key elements of the
Company's  merchandising  strategy  are  described  below.

     BREADTH  AND  DEPTH  OF SELECTION. The Company's stores offer the customers
high  quality frames, lenses, accessories and sunglasses, including designer and
proprietary  brand  frames.  Frame  assortments  are  tailored  to  match  the
demographic  composition  of  each  store's  market area. On average, each store
features  between  1,500  and  2,000  frame  stock  keeping  units in 350 to 400
different  styles  of  frames,  representing  two  to three times the assortment
provided by conventional optical retail chains or independent optical retailers.
Approximately  25%  of  the  frames  carry  designer  names  such  as Nine West,
Polo/Ralph  Lauren,  Guess,  Tommy  Hilfiger  and  Chaps.  In fiscal 2003, other
well-known  frame  manufacturers  supplied  over 10% of the Company's frames and
about 30% of the Company's frames were manufactured specifically for the Company
under  proprietary  brands.  The  Company  believes  that a broader selection of
high-quality, lower-priced proprietary brand frames allow it to offer more value
to  customers  while  improving  the Company's gross margin. In 2003, management
implemented  a  value-oriented  format  in seven markets based upon local market
demographics.  This  value  format involves featuring lower retail price, higher
margin  products and increasing the selection of value frames.  In addition, the
Company also offers customers a wide variety of value-added eyewear features and
services  on  which it realizes a higher gross margin. These include thinner and
lighter  lenses,  progressive  lenses and custom lens features, such as tinting,
anti-reflecting  coatings,  scratch-resistant  coatings, ultra-violet protection
and  edge  polishing.

     PROMOTIONAL  STRATEGY.  The  Company's  frames  and  lenses  are  generally
comparably  priced  or priced lower than its direct superstore competitors, with
prices  varying  based  on  geographic

                                       11
<PAGE>

region.  The  Company  employs  a  comprehensive  promotional strategy on a wide
selection  of  frames  and/or  lenses,  offering  discounts  and  "two  for one"
promotions.  While  the promotional strategy is fairly common for optical retail
chains,  independent  optometric practitioners tend to offer fewer promotions in
order to guard their margins, and mass merchandisers tend to generally adhere to
an  "Every  Day  Low  Pricing"  strategy.

     PRODUCT  DISPLAY.  The  Company  employs  an  "easy-to-shop"  store layout.
Merchandise  in  each  store is organized by gender suitability, frame style and
brand. Sales personnel are trained to assist customers in selecting frames which
complement  an  individual's  attributes such as facial features, face shape and
skin  tone.  See  "Store  Layout  and  Design." In-store displays focus customer
attention  on  premium  priced products, such as designer frames and thinner and
lighter  lenses.

MARKETING

     The Company actively supports its stores by aggressive local advertising in
individual geographical markets. Advertising expenditures totaled $31.6 million,
or  8.5%  of  net  revenues, in fiscal 2003. Advertising expenditures for fiscal
2004 are expected to be $34.1 million, or 8.6% of anticipated net revenues.  The
Company  utilizes  a  variety  of  advertising  media and promotions in order to
establish  the  Company's  image  as  a  high  quality, cost competitive eyewear
provider  with  a  broad  product  offering.  The Company's brand positioning is
supported  by  a marketing campaign which features the phrase "Why Pay More." In
addition,  the  Company  believes that its strategy of clustering stores in each
targeted  market  area maximizes the benefit of its advertising expenditures. As
managed  vision  care becomes a larger part of the Company's business in certain
local  markets,  advertising expenditures as a percentage of sales are likely to
decrease in those markets, since managed vision care programs tend to reduce the
need  for  marketing  expenditures to attract customers to the Company's stores.

COMPETITION

     The  retail  optical  industry  is  fragmented  and highly competitive. The
Company  competes  with  (i)  independent  practitioners  (including  opticians,
optometrists and ophthalmologists who operate an optical dispensary within their
practice),  (ii)  optical  retail  chains (including superstores) and (iii) mass
merchandisers  and  warehouse  clubs. The Company's largest optical retail chain
competitors  are  LensCrafters  and  Cole  National Corporation (Pearle and Cole
Vision  licensed brands).  In January 2004, the parent of LensCrafters announced
that  it  had agreed to acquire Cole National Corporation.  This transaction has
not  yet  been  consummated.  Some of the Company's competitors are larger, have
longer  operating  histories,  greater  financial  resources  and greater market
recognition  than  the  Company.

VENDORS

     The Company purchases a majority of its lenses from three principal vendors
and  purchases  frames  from  over  ten  different vendors. In fiscal 2003, four
vendors collectively supplied approximately 63.4% of the frames purchased by the
Company.  One  vendor supplied over

                                       12
<PAGE>

42.8%  of  the  Company's lens materials during the same period. The Company has
consolidated  its  vendors  to  develop  strategic  relationships  resulting  in
improved  service  and  payment terms. While such vendors supplied a significant
share of the lenses used by the Company, lenses are a generic product and can be
purchased  from a number of other vendors on comparable terms. Management of the
Company  therefore  does not believe that it is dependent on such vendors or any
other  single  vendor  for  frames or lenses. Management of the Company believes
that  the Company's relationships with its existing vendors are satisfactory and
that  significant  disruption in the delivery of merchandise from one or more of
its  current  principal  vendors would not have a material adverse effect on the
Company's  operations  because  multiple  vendors exist for all of the Company's
products.

MANAGED  VISION  CARE

     Managed vision care has grown in importance in the optical retail industry.
Health  insurers have sought a competitive advantage by offering a full range of
health insurance options, including coverage of primary eye care. Managed vision
care,  including  the  benefits  of  routine annual eye examinations and eyewear
(i.e.,  funded  plans)  or discounts on eyewear (i.e., discount plans), is being
utilized  by a growing number of managed vision care participants. Since regular
eye examinations may assist in the identification and prevention of more serious
conditions,  managed  vision  care programs encourage members to have their eyes
examined  more  regularly,  which  in  turn  typically  results in more frequent
eyewear  replacement.

     While  the  average ticket price on products purchased under managed vision
care  reimbursement  plans  is typically lower, managed vision care transactions
generally  earn  comparable  operating  profit  margins  as  they  require  less
promotional spending and advertising support. Management of the Company believes
that  the increased volume resulting from managed vision care relationships also
compensates  for  the  lower  average  ticket  price.

     While  managed  vision care encompasses many of the conventional attributes
of  managed  care,  there  are significant differences. For example, the typical
managed  vision  care  benefit covers an annual wellness exam and eyeglasses (or
discounts  for  eyeglasses)  and treatment of eye diseases would not be covered.
Even  though  managed vision care programs typically limit coverage to a certain
dollar  amount or discount for an eyewear purchase, the member's eyewear benefit
generally  allows the member to "trade up." Management believes that the growing
consumer  perception of eyewear as a fashion accessory as well as the consumer's
historical practice of paying for eyewear purchases out-of-pocket contributes to
the  frequency  of "trading-up." The Company has historically found that managed
vision  care  participants  who take advantage of the eye exam benefit under the
managed  vision  care  program  in  turn  have typically had their prescriptions
filled  at  adjacent  optical stores and are a strong source of repeat business.

     While  management  continues to pursue managed vision care relationships in
order  to  help the Company's retail business grow, revenues from managed vision
care  remained  constant  from  fiscal  2001  to fiscal 2002 (and decreased as a
percentage  of  revenues),  mostly  due  to  the  Company's  aggressive in-store
promotional  offers  displacing  discount  managed  vision  care activity. As of
December  27,  2003, retail sales arising from managed vision care plans totaled

                                       13
<PAGE>

31.6% of optical sales for fiscal 2003. Management has made a strategic decision
to  pursue  funded  managed  vision  care  relationships  in  order  to help the
Company's retail business grow. Funded managed vision care relationships include
capitated  and  fee-for-service insurance contracts. Discount insurance programs
consist  of relationships where the customer receives an agreed upon discount on
product.  Funded  managed  vision  care  plans  grew  at the rate of 7% in 2003.
Management  believes that discount managed vision care programs will play a less
significant role as the value retail offer becomes more developed throughout the
Company's  stores.  The  percent  of  penetration should normalize at 30% as the
transition  to  funded  programs  materializes  and  the  retail offer displaces
discount  managed vision care activity. As part of its ongoing effort to develop
its  managed  vision  care  business,  the  Company  has  (i) implemented direct
marketing  programs  and  information  systems  necessary to compete for managed
vision  care  relationships  with large employers, groups of employers and other
third  party  payors,  (ii)  developed  significant relationships with insurance
companies,  which  have  strengthened  the  Company's  ability to secure managed
vision  care  relationships,  and  (iii)  been  asked to participate on numerous
regional  and  national  managed  vision  care  panels.

     Management  believes  that the role of managed vision care will continue to
benefit  the  Company and other large retail optical chains. Managed vision care
is  likely  to accelerate industry consolidation as payors look to contract with
large retail optical chains that have brand awareness, offer competitive prices,
provide  multiple  convenient  locations  and convenient hours of operation, and
possess  sophisticated information management and billing systems. Large optical
retail  chains  are  likely  to  be  the greatest beneficiaries of this trend as
independent  practitioners  do  not  satisfy  the  scale requirements of managed
vision  care  programs and mass merchandisers' "Every Day Low Price" strategy is
generally incompatible with the discount price structure required by the managed
vision  care  model.  Most  managed  vision  care contracts renew annually, have
eligibility  requirements  reviewed  annually  and certain relationships are not
evidenced by contracts. The non-renewal or termination of a material contract or
relationship  could  have  a  material  adverse  effect  on  the  Company.

GOVERNMENT  REGULATION

     The  Company has several operating structures to address regulatory issues.
At  263 of the Company's stores, the Company or its landlord leases a portion of
the store or adjacent space to Independent ODs. At 46 of the stores, the Company
employs  the optometrist.  The availability of such professional services inside
or  adjacent  to  the  Company's  stores  is critical to the Company's marketing
strategy.  At  64  of  the stores, to address and comply with certain regulatory
restrictions,  the OD PCs own the stores (including the practice and the optical
dispensary)  and  the  Company  (through  its  subsidiaries)  provides  certain
management  services  such  as  accounting,  human  resources,  marketing  and
information  services  for  an  agreed upon fee pursuant to long-term management
agreements.  The  OD  PCs employ the ODs.  See "-General - On-Site Optometrist."

     The  delivery of health care, including the relationships among health care
providers  such  as  optometrists and suppliers (e.g., providers of eyewear), is
subject  to  extensive  federal  and  state  regulation. The laws of most states
prohibit  business corporations such as the Company from practicing optometry or
exercising  control  over the medical judgments or decisions of

                                       14
<PAGE>

optometrists  and  from  engaging  in  certain  financial  arrangements, such as
referral  fees  or  fee-splitting  with  optometrists.

     Management  of  the  Company  believes the operations of the Company are in
material  compliance with federal and state laws and regulations; however, these
laws  and  regulations  are  subject  to  interpretation, and a finding that the
Company  is not in such compliance could have a material adverse effect upon the
Company.

     The fraud and abuse provisions of the Social Security Act and anti-kickback
laws  and regulations adopted in many states prohibit the solicitation, payment,
receipt, or offering of any direct or indirect remuneration in return for, or as
an  inducement  to, certain referrals of patients, items or services. Provisions
of  the  Social  Security  Act  also  impose  significant penalties for false or
improper billings to Medicare and Medicaid, and many states have adopted similar
laws  applicable  to  any  payor of health care services. In addition, the Stark
Self-Referral  Law  imposes restrictions on physicians' referrals for designated
health  services reimbursable by Medicare or Medicaid to entities with which the
physicians  have  financial  relationships,  including  the  rental  of space if
certain  requirements  have not been satisfied. Many states have adopted similar
self-referral  laws  which  are  not  limited to Medicare or Medicaid reimbursed
services.  Violations  of  any  of these laws may result in substantial civil or
criminal  penalties,  including double and treble civil monetary penalties, and,
in  the  case of violations of federal laws, exclusion from participation in the
Medicare  and  Medicaid  programs.

     The  Health  Insurance Portability and Accountability Act of 1996 ("HIPAA")
covers  a  variety  of  subjects  which impacts the Company's businesses and the
business  of the ODs.  Some of those areas include the privacy of patient health
care  information,  the  security of such information and the standardization of
electronic data transactions for purposes of medical billing.  The Department of
Health  and  Human Services promulgated HIPAA regulations which became effective
during  2003.  The  Company  has  devoted, and continues to devote, resources to
implement  operating  procedures  within  the stores and the corporate office to
ensure  compliance  with  the  HIPAA  regulations.

     Management  of  the  Company  believes the Company is currently in material
compliance  with all of the foregoing laws and no determination of any violation
in  any state has been made with respect to the foregoing laws.  Such exclusions
and penalties, if applied to the Company, or a determination that the Company or
any  of  the ODs or the OD PCs is not in compliance with such laws, could have a
material  adverse  effect  on  the  Company.

TRADEMARK  AND  TRADE  NAMES

     The  Company's  stores  operate  under  the  trade  names  "EyeMasters,"
"Binyon's,"  "Visionworks," "Hour Eyes," "Dr. Bizer's VisionWorld", "Dr. Bizer's
ValuVision,"  "Doctor's  ValuVision," "Stein Optical," "Vision World," "Doctor's
VisionWorks"  and "Eye DRx." In addition the Company has several product related
trademarks  such  as  "SlimLite",  "Aztec",  "ProVsport",  "Chelsea  Morgan",
"Boardroom  Classics",  "Splendor",  "South  Hampton",  "Robert  Mitchel",
"Technolite",  "Blue  Moon",  "Provision  Premium" and "See Better Look Better".

                                       15
<PAGE>

EMPLOYEES

     As  of  December  27,  2003,  the  Company  employed  approximately  4,200
employees.  Approximately  59  hourly  paid  workers  in  the Eye DRx stores are
affiliated  with  the  International  Union,  United  Automobile,  Aerospace and
Agricultural Implement Workers of America, with which the Company has a contract
extending  through  November 30, 2004.  The Company considers its relations with
its  employees  to  be  good.

INDUSTRY

     OVERVIEW. Jobson Publishing LLC ("Jobson"), a leading industry publication,
predicts  optical  retail  sales  in  the United States totaled $16.3 billion in
2003. The optical retail market has grown each year at an average annual rate of
approximately  5%  from  1991  to  1997.  During  1998 through 2000, the average
annual  growth  rate decreased to approximately 2%.  In 2001, the optical retail
market  declined  4%,  the  2%  growth  rate returned in 2002 and slowed to 0.6%
growth in 2003.  Jobson projects optical retail chains will have a 1.7% increase
in  growth  in  2004.

     The  following  chart sets forth expenditures (based upon products sold) in
the  optical  retail  market  over  the  past  nine  years  according to Jobson.


<TABLE>

<CAPTION>

                             U.S. OPTICAL RETAIL SALES BY SECTOR 1993 2003
                                         (DOLLARS IN BILLIONS)


<S>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                 2003
                    1993   1994   1995   1996   1997   1998   1999   2000   2001   2002   2003   SHARE
                   -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ------

Lenses/treatments  $ 6.0  $ 6.5  $ 6.8  $ 7.2  $ 7.6  $ 7.9  $ 8.0  $ 8.3  $ 8.1  $ 8.5  $ 8.6   53.0%
Frames. . . . . .    4.1    4.1    4.4    4.6    5.0    5.2    5.3    5.5    5.2    5.2    5.1   31.5%
Sunglasses. . . .    0.5    0.5    0.7    0.8    0.9    0.8    0.7    0.7    0.6    0.6    0.6    3.7%
Contact lenses. .    1.7    1.8    1.9    1.9    1.9    1.9    2.0    2.0    2.0    1.9    1.9   11.8%
                   -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ------
                   $12.3  $12.9  $13.8  $14.5  $15.4  $15.8  $16.0  $16.5  $15.9  $16.2  $16.3  100.0%
                   =====  =====  =====  =====  =====  =====  =====  =====  =====  =====  =====  ======
</TABLE>

     DISTRIBUTION.  The  optical  retail industry in the United States is highly
fragmented  and  consists of (i) independent practitioners (including opticians,
optometrists  and  ophthalmologists)  who  operate  an optical dispensary within
their  practice,  (ii)  optical retail chains and (iii) warehouse clubs and mass
merchandisers.  In  2003,  optical  retail  chains,  warehouse  clubs  and  mass
merchandisers  accounted  for  approximately  37.7%  of  the total market, while
independent  practitioners  comprised approximately 59.9% and other distribution
channels  represented  approximately  2.4%.  Optical  retail  chains  have begun
consolidating  the  optical retail market, resulting in a decreased market share
for  independent  practitioners. Independent practitioners' market share dropped
from  63.0%  to 59.9% between 1996 and 2003, while optical retail chains' market
share  increased  over  the  same  period  from  31.3%  to  37.7%.

                                       16
<PAGE>

     INDEPENDENT  PRACTITIONERS.  In 2003, independent practitioners represented
$9.8  billion  of eyewear retail sales, or 59.9% of the industry's total optical
retail sales volume of $16.3 billion. Independent practitioners typically cannot
provide  quick turnaround of eyeglasses because they do not have laboratories on
site  and generally charge higher prices than other competitors. Moreover, their
eyewear product assortment is usually narrow, although a growing portion include
some  designer  or  branded  products.  Prior to 1974, independent practitioners
benefited from regulatory and other factors which inhibited commercial retailing
of  prescription  eyewear. In 1974, the Federal Trade Commission began requiring
doctors  to  provide their patients with copies of their prescriptions, enabling
sophisticated retailers to implement retail marketing concepts which resulted in
a  more  competitive  marketplace.  Independent  practitioners' market share has
declined from approximately 100% in 1974 to 59.9% in 2003, dropping 8% from 1996
to  2003.  For the reasons set forth above, management believes that independent
practitioners  will  continue  to lose market share over the next several years.

     CHAINS.  Optical  retail  chains,  warehouse  clubs  and mass merchandisers
represented  37.7%  of  the  total  optical  retail  market  in  2003.

     Optical  Retail Chains. Over the past four years, the top 10 optical retail
chains  (in  terms of net revenues) have grown at a rate faster than the overall
market.  Optical retail chains include both superstores and conventional optical
stores.  Optical  retail  chains  offer  quality  service  provided  by  on-site
optometrists and also carry a wide product line, emphasizing the fashion element
of  eyewear,  although  lower-priced  lenses  and  frames are also available. In
addition, the optical retail chains, particularly the superstores, are generally
able  to  offer  better  value  and  service  through  a reduced cost structure,
sophisticated merchandising and displays, economies of scale and greater volume.
Furthermore,  they  can  generate  greater  market awareness than the fragmented
independent  practitioners  because optical retail chains usually invest more in
advertising  and  promotions.  Management believes that large optical chains are
best  positioned  to  benefit  from  industry consolidation trends including the
growth  in  managed  vision  care.  See  discussion under "Managed Vision Care."

     Warehouse  Clubs  and  Mass  Merchandisers.  Warehouse  clubs  and  mass
merchandisers usually provide eyewear in a host environment which is typically a
larger  general  merchandise  store. This segment typically provides some of the
service elements of retail optical chains, but competes primarily on price. As a
result,  its  eyewear selection tends to focus on lower-priced optical products.
Moreover,  this  segment's low margin pricing strategy is generally incompatible
with  the  pricing  structure  required  by  the  managed  vision  care  model.

     OTHER.  Other  participants  in  the optical retail market include HMOs and
school-controlled  dispensaries.  In  2003,  other  participants  represented
approximately  2.4%  of  the  total  optical  retail  market.

     TRENDS.  Management believes that the optical retail market is being driven
by  the  following  trends:

-    Demographics.  Approximately  73%  of  the  U.S.  adult  population, or 150
     million  individuals,  and nearly 88% of people over the age of fifty-five,
     require  some  form  of  corrective  eyewear.  In  addition to their higher
     utilization  of

                                       17
<PAGE>

corrective  eyewear, the over fifty-five segment spends more per pair of glasses
purchased  due  to  their  need  for  premium  priced products like bifocals and
progressive lenses and their generally higher levels of discretionary income. As
the  "baby  boom"  generation  ages  and  life expectancies increase, management
believes that this demographic trend is likely to increase the number of eyewear
customers  and  the  average  price  per  purchase.

-     Increasing  Role  of Managed Vision Care. Management believes that optical
retail  sales through managed vision care programs, which were approximately 35%
to  40%  of  the market in 2002, will continue to increase over the next several
years.  Managed  vision  care,  including  the  benefits  of  routine annual eye
examinations  and  eyewear  discounts,  is being utilized by a growing number of
managed  vision  care participants. Since regular eye examinations may assist in
the  identification  and  prevention  of more serious conditions, managed vision
care  programs  encourage  members  to  have their eyes examined more regularly,
which in turn typically results in more frequent eyewear replacement. Management
believes  that  large  optical  retail  chains  are  likely  to  be the greatest
beneficiaries  of this trend as payors look to contract with chains that deliver
superior  customer service, have strong local brand awareness, offer competitive
prices,  provide  multiple convenient locations and flexible hours of operation,
and  possess  sophisticated  information  management  and  billing  systems.

-     Consolidation.  Although the optical retail market in the United States is
highly  fragmented,  the  industry has experienced consolidation through mergers
and  acquisitions as well as shifting market share. In 2002, the top ten optical
retail  chains  represented  approximately  29.1% of the total optical market as
compared  to  17.7%  in  1997.  The remainder of the market included independent
practitioners,  smaller  chains,  warehouse  clubs  and  mass  merchandisers.
Independent practitioners' market share dropped from 63.0% to 59.9% between 1996
and  2003,  while the market share of optical retail chains, warehouse clubs and
mass  merchandisers  increased  over  the  same  period  from  31.3%  to  37.7%.
Management  believes  that the large optical retail chains are better positioned
than  mass  merchandisers and warehouse clubs to benefit from this consolidation
trend  and  that  such  chains  will  continue  to  gain  market  share from the
independent  practitioners  over  the  next  several  years.

-     New  Product  Innovations.  Since  the  late 1980's, several technological
innovations  have  led  to  the  introduction  of  new  optical  lenses and lens
treatments, including progressive addition lenses (no-line bifocals), high-index
and  aspheric lenses (thinner and lighter lenses), polycarbonate lenses (shatter
resistant)  and  anti-reflective coatings. These innovative products are popular
among consumers, generally command premium prices, and yield higher margins than
traditional  lenses. The average retail price for all lenses and lens treatments
has  increased  from $88 to $109 between 1995 and 2003, reflecting, in part, the
rising  popularity  of  these  products.  Similarly, during the same period, the
average  retail  price for eyeglass frames has increased from $57 to $79, due in
large  part to both technological innovation and an evolving customer preference
for  higher  priced, branded frames.  The 1995 to 2000

                                       18
<PAGE>

historical  average  growth  rates  for  lenses  and  frames  were  5%  and 12%,
respectively,  while  the  2001  average growth rates were 1%. The 2002 and 2003
average growth rate for lenses returned to 5% and 3%, respectively, while frames
experienced  no growth in 2002 and declined 4% in 2003. Management believes this
decline  in  the  growth  rate  is more related to the state of the economy than
changes  in  consumer  purchasing  habits.

-     Lasik  Surgery.  Laser In-Situ Keratomileusis, or LASIK, was introduced in
1996,  leading  to  a  dramatic  increase  in  the  popularity  of  laser vision
correction  surgery.  In 2000, eye care professionals performed an estimated 1.4
million  laser vision correction surgery procedures in the U.S., representing an
increase  of  50%  over  the approximately 950,000 procedures performed in 1999.
Industry  forecasts  estimate  1.2  million  laser  vision  correction  surgery
procedures  being  performed  in 2003.  Despite this rapid growth, the number of
vision  correction  surgery patients in 1999 represented 0.8% of the 150 million
people  with refractive vision conditions in the U.S.  The consumer's evaluation
process  of  LASIK  surgery  creates options other than eyeglasses and contacts.
Management  believes  that  the increase in LASIK procedures, and the evaluation
process  by  potential  customers  (including both individuals who undergo LASIK
surgery  and  those  who decide not to undergo LASIK surgery) has contributed to
the  slower  growth  rates  in  the  optical  industry  since  1998.

THE  RECAPITALIZATION

     On  March  6,  1998,  ECCA  Merger  Corp.  ("Merger  Corp."),  a  Delaware
corporation formed by Thomas H. Lee Company ("THL Co."), and the Company entered
into  a  recapitalization agreement (the "Recapitalization Agreement") providing
for,  among  other  things,  the  merger  of  such corporation with and into the
Company  (the  "Merger" and, together with the financing of the recapitalization
and  related  transactions,  the  "Recapitalization").  Upon consummation of the
Recapitalization  on  April  24,  1998, Thomas H. Lee Equity Fund IV, L.P. ("THL
Fund IV") and other affiliates of THL Co. (collectively with THL Fund IV and THL
Co.,  "THL")  owned  approximately 89.7% of the issued and outstanding shares of
common  stock  of the Company ("Common Stock"), existing shareholders (including
management)  of  the  Company  retained  approximately  7.3%  of  the issued and
outstanding Common Stock and management purchased additional shares representing
approximately  3.0%  of  the  issued  and  outstanding  Common Stock.  The total
transaction  value  of  the  Recapitalization  was approximately $323.8 million,
including  related  fees and expenses, and the implied total equity value of the
Company  following  the  Recapitalization  was  approximately  $107.3  million.

ITEM  2.  PROPERTIES

     As  of March 15, 2004, the Company operated or managed 373 retail locations
in  the  United  States.  The  Company  believes its properties are adequate and
suitable  for  its purposes. The Company leases all of its retail locations, the
majority  of  which  are  under  triple  net  leases that require payment by the
Company  of  its pro rata share of real estate taxes, utilities, and common area
maintenance  charges.  These  leases  range  in terms of up to 15 years. Certain
leases require

                                       19
<PAGE>

percentage  rent  based  on  gross  receipts  in  excess  of  a  base  rent.  In
substantially  all  of  the  stores  that it owns, the Company subleases (or the
landlord leases) a portion of such stores or an adjacent space to an Independent
OD  (or  its  wholly-owned  operating  entity).  With respect to the OD PCs, the
Company  subleases  the  entire premises of the store to the OD PC. The terms of
these  leases  or  subleases  range  from  one  to  fifteen  years, with rentals
consisting of a percentage of gross receipts, a base rental, or a combination of
both.  The  general location and character of the Company's stores are described
in  Item  1  of  this  Annual  Report.

     The  Company leases combined corporate offices and a retail location in San
Antonio,  Texas,  pursuant  to  a fifteen-year lease starting in August 1997. In
addition,  the  Company  leases  a  combined  distribution  center  and  central
laboratory  in San Antonio, pursuant to a five-year lease expiring in June 2009.
The  Company  believes  central  distribution improves efficiency through better
inventory  management  and  streamlined  purchasing.

ITEM  3.  LEGAL  PROCEEDINGS

     The  Company is a party to routine litigation in the ordinary course of its
business.  No such pending matters, individually or in the aggregate, are deemed
to  be  material  to  the  business  or  financial  condition  of  the  Company.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     On  December  16, 2003, the Company held its Annual Meeting of Shareholders
in  San  Antonio,  Texas.  The  following  seven  directors  were elected by the
shareholders  to serve a one year term to conclude at the next Annual Meeting of
Shareholders:

     Bernard  W.  Andrews
     Charles  A.  Brizius
     Anthony  J.  DiNovi
     Norman  S.  Matthews
     David  E.  McComas
     Warren  C.  Smith,  Jr.
     Antoine  G.  Treuille

                                       20
<PAGE>

PART  II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
             MATTERS

     The Common Stock, par value $.01 per share, of the Company is not traded on
any established public trading market. There are 48 holders of the Common Stock.
All  holders  are  parties to a shareholders agreement. See the discussion under
the heading "Stockholders' Agreement" within "ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS." No dividends were paid in fiscal 2002 or 2003 and payment
of  dividends  is  restricted  by the Indenture governing the Exchange Notes (as
defined  in  Management  Discussion  and  Analysis  -  Liquidity  and  Capital
Resources).

                                       21
<PAGE>

ITEM  6.  SELECTED  CONSOLIDATED  FINANCIAL  DATA

     The  following table sets forth selected financial data and other operating
information of the Company. The selected financial data in the table are derived
from  the  consolidated  financial  statements  of  the  Company.  The following
selected  financial  data  should  be  read in conjunction with the Consolidated
Financial  Statements, the related notes thereto and other financial information
included  elsewhere  in  this Annual Report on Form 10-K. All references in this
Annual  Report on Form 10-K to 1999 or fiscal 1999, 2000 or fiscal 2000, 2001 or
fiscal  2001,  2002  or fiscal 2002 and 2003 or fiscal 2003 relate to the fiscal
years  ended January 1, 2000, December 30, 2000, December 29, 2001, December 28,
2002  and  December  27,  2003  respectively.

<TABLE>
<CAPTION>

                                                 January 1,    December 30,    December 29,    December 28,    December 27,
                                                    2000           2000            2001            2002            2003
                                                ------------  --------------  --------------  --------------  --------------
<S>                                             <C>           <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
Net revenues . . . . . . . . . . . . . . . . .  $   293,795   $     338,457   $     336,034   $     363,667   $     369,852
Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . .       98,184         107,449         104,446         112,471         114,578
   Selling, general and administrative . . . .      170,146         204,365         203,187         212,472         218,702
   Store closure expense . . . . . . . . . . .            -           3,580               -               -               -
   Amortization of intangible assets . . . . .        5,653           9,137           8,697           1,865             165
                                                ------------  --------------  --------------  --------------  --------------
   Total costs and expenses. . . . . . . . . .      273,983         324,531         316,330         326,808         333,445
                                                ------------  --------------  --------------  --------------  --------------
Operating income . . . . . . . . . . . . . . .       19,812          13,926          19,704          36,859          36,407
Interest expense, net. . . . . . . . . . . . .       24,685          28,694          27,537          21,051          20,200
                                                ------------  --------------  --------------  --------------  --------------
Income (loss) before income taxes. . . . . . .       (4,873)        (14,768)         (7,833)         15,808          16,207
Income tax expense (benefit) . . . . . . . . .          384             766           1,239           1,565          (9,600)
                                                ------------  --------------  --------------  --------------  --------------
Net income (loss) before cumulative effect . .       (5,257)        (15,534)         (9,072)         14,243          25,807
   of change in acct principle
Cumulative effect of change in acct principle.          491               -               -               -               -
                                                ------------  --------------  --------------  --------------  --------------
Net income (loss). . . . . . . . . . . . . . .  $    (5,748)  $     (15,534)  $      (9,072)  $      14,243   $      25,807
                                                ============  ==============  ==============  ==============  ==============
OTHER FINANCIAL DATA:
Depreciation and amortization. . . . . . . . .  $    22,754   $      29,600   $      29,047   $      20,626   $      16,818
Capital expenditures . . . . . . . . . . . . .       19,920          18,932          10,559          10,668          10,971
Gross margin % . . . . . . . . . . . . . . . .         66.6%           68.3%           68.9%           69.1%           69.0%
Total assets . . . . . . . . . . . . . . . . .  $   261,678   $     250,920   $     223,676   $     217,056   $     225,526
Long term obligations. . . . . . . . . . . . .  $   279,480   $     285,607   $     267,903   $     254,633   $     238,825
Ratio of earnings to fixed charges(b). . . . .        0.85x           0.62x           0.79x           1.49x           1.52x
MISCELLANEOUS DATA:
EBITDA - see below . . . . . . . . . . . . . .  $    42,386   $      47,107   $      48,751   $      57,985   $      53,725
EBITDA margin %. . . . . . . . . . . . . . . .        14.40%          13.90%          14.51%          15.94%          14.53%
Comparable store sales growth (c). . . . . . .         1.10%           0.90%          -1.40%           5.60%          -0.30%
End of period stores . . . . . . . . . . . . .          361             361             359             363             371
Sales per store (d). . . . . . . . . . . . . .  $       987   $         940   $         935   $       1,009   $       1,010
</TABLE>

(a)  All  dollars  are  in  thousands.

(b)  In  computing the ratio of earnings to fixed charges, "earnings" represents
     income (loss) before income tax expense plus fixed charges. "Fixed charges"
     consists  of interest, amortization of debt issuance costs and a portion of
     rent,  which  is representative of interest factor (approximately one-third
     of  rent  expense).

(c)  Comparable store sales growth increase is calculated comparing net revenues
     for  the  period to net revenues of the prior period for all stores open at
     least  twelve  months  prior  to  each  such  period.

(d)  Sales  per  store  is  calculated  on a monthly basis by dividing total net
     revenues by the total number of stores open during the period. Annual sales
     per  store  is  the  sum  of  the  monthly  calculations.

                                       22
<PAGE>

     EBITDA  The  Company's  operating  performance  is  evaluated using several
measures.  One  of  those measures, EBITDA, is derived from the Operating Income
GAAP  measurement.  EBITDA  has  historically  been used by the Company's credit
facility lenders to measure compliance with certain financial debt covenants and
by  certain investors as one measure of the Company's historical ability to fund
operations  and  meet  its  financial obligations. The Company's credit facility
agreement  defines  EBITDA  as  consolidated  net  income (loss) before interest
expense, income taxes, depreciation and amortization (other than amortization of
store  pre-opening  costs),  recapitalization  and other expenses, extraordinary
loss  (gain)  and  store  closure expense. EBITDA should not be considered as an
alternative  to,  or more meaningful than, operating income or net income (loss)
in  accordance  with generally accepted accounting principles as an indicator of
the  Company's  operating  performance  or  cash flow as a measure of liquidity.
Additionally,  EBITDA  presented  may  not  be  comparable  to  similarly titled
measures reported by other companies. The following table is a reconciliation of
operating  income  to  EBITDA  for  each  of  the  fiscal  periods  presented:

<TABLE>
<CAPTION>

                                                January 1,   December 30,   December 29,    December 28,   December 27,
                                                   2000          2000           2001            2002           2003
                                               ------------  -------------  -------------  --------------  -------------
<S>                                            <C>           <C>            <C>            <C>             <C>
RECONCILIATION OF EBITDA TO OPERATING INCOME:
Operating income. . . . . . . . . . . . . . .  $    19,812   $      13,926  $      19,704  $      36,859   $      36,407
Reconciling items:
   Depreciation and amortization. . . . . . .       22,754          29,600         29,047         20,626          16,818
   Store closure expense. . . . . . . . . . .            -           3,580              -              -               -
   Gain on extinguishment of debt . . . . . .            -               -              -           (904)              -
   Other. . . . . . . . . . . . . . . . . . .         (180)              -              -            500             500
                                               ------------  -------------  -------------  --------------  -------------
   EBITDA . . . . . . . . . . . . . . . . . .  $    42,386   $      47,106  $      48,751  $      57,081   $      53,725
                                               ============  =============  =============  ==============  =============
</TABLE>

                                       23
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

INTRODUCTION

     The  Company is the third largest retail optical chain in the United States
as  measured by net revenues, operating or managing 373 stores, 304 of which are
optical  superstores.  The  Company  operates in the $6.1 billion retail optical
chain  sector  of  the  $16.3 billion optical retail market. Management believes
that  key  drivers  of  growth  for  the  Company include (i) the success of the
Company's  promotional  activities,  (ii)  the continuing role of managed vision
care  and  (iii)  new  product  innovations.

     The  Company's  management  team  has  focused  on  improving  operating
efficiencies  and growing the business through new store openings. During fiscal
2003,  the  Company  continued  to  focus  on  its value retail promotion of two
complete  pair  of  single  vision  eyewear  for  $99.  Management believes this
promotion has been successful because it leverages the Company's strength as the
leader  in  its  markets  and  also  differentiates  the  Company's  stores from
independent optometric practitioners who tend to offer fewer promotions in order
to protect their margins. Because the average ticket price is typically less for
glasses  sold  under  the  promotion, in order for the Company to continue to be
successful using this strategy, the Company must continue to increase the number
of  transactions  and must also be successful in controlling costs. In addition,
it will be incumbent upon the Company to be able to maintain its broad selection
of  high  quality,  lower  priced  non-branded frames so that it can continue to
offer  more  value  to customers while improving gross margins. For fiscal 2003,
the  Company  experienced  a  1.7%  increase in optical sales compared to fiscal
2002, which was largely the result of opening ten new stores during fiscal 2003.
Fiscal  2003  transaction  volume  declined .4% when compared to fiscal 2002 and
management  believes  this  relatively  flat  transaction volume was largely the
result  of  mediocre  consumer demand and a sluggish economy for the majority of
fiscal  2003.  The  Company  believes  that it will experience an 8% increase in
optical  sales  in  fiscal  2004,  the  result  of  opening  eight  new  stores,
anticipated comparable store sales of 2.0% and a 53 week year compared to the 52
week  fiscal  2003.

Management believes that optical retail sales through funded managed vision care
programs  will  continue to increase over the next several years. Funded managed
vision  care  relationships  include  capitated  and  fee-for-service  insurance
contracts.  As  a  result,  management  has  made a strategic decision to pursue
funded  managed  vision care relationships in order to help the Company's retail
business  grow.   Funded  managed  vision  care  plans grew at the rate of 7% in
2003.  Discount  managed  care programs will play a less significant role in the
Company's  sales as the value retail offer becomes more developed throughout the
Company's  stores.   Discount  insurance programs consist of relationships where
the  customer  receives  an  agreed upon discount on product.  While the average
ticket price on products purchased under managed vision care reimbursement plans
is  typically  lower,  managed  vision  care transactions generally require less
promotional  spending  and  advertising  support.  The Company believes that the
increased  volume  resulting  from  managed  vision  care  relationships  also
compensates  for  the  lower  average  ticket  price.  During  fiscal  2003,
approximately  31.6% of the Company's optical revenues were derived

                                       24
<PAGE>

from  managed  vision  care programs, although the percent of penetration should
normalize  at  30%  as  the  transition  to funded programs materializes and the
retail  offer  displaces  activity  under  discount  managed  vision care plans.
Management  believes  that  the  role  of  managed  vision care will continue to
benefit  the  Company  and  other  large retail optical chains with strong local
market  shares,  broad  geographic  coverage  and  sophisticated  information
management  and  billing  systems.  Most  managed  vision  care  contracts renew
annually  and  certain  relationships  are  not  evidenced  by  contracts.  The
non-renewal  or  termination of a material contract or relationship could have a
material  adverse  effect  on  the  Company.

RESULTS  OF  OPERATIONS

The  following  table  sets forth the percentage relationship to net revenues of
certain  income  statement  data.

<TABLE>
<CAPTION>



<S>                                               <C>                 <C>     <C>
                                                                Fiscal Year Ended
                                                               ---------------------
                                                               2001    2002    2003
                                                             -------  ------  ------
Net revenues:
Optical sales. . . . . . . . . . . . . . . . . .               99.0%   99.1%   99.1%
Management fee . . . . . . . . . . . . . . . . .                1.0     0.9     0.9
                                                  ------------------  ------  ------
Total net revenues . . . . . . . . . . . . . . .              100.0   100.0   100.0

Operating costs and expenses:
Cost of goods sold (a) . . . . . . . . . . . . .               31.4    31.2    31.3
Selling, general and administrative expenses (a)               61.1    59.0    59.7
Amortization of intangibles. . . . . . . . . . .                2.6     0.5       -
                                                  ------------------  ------  ------

Total operating costs and expenses . . . . . . .               94.1    89.9    90.2
                                                  ------------------  ------  ------
Income from operations . . . . . . . . . . . . .                5.9    10.1     9.8
Interest expense, net. . . . . . . . . . . . . .                8.2     5.8     5.4
                                                  ------------------  ------  ------
Income/(loss) before income taxes. . . . . . . .               (2.3)    4.3     4.4
Income tax expense/(benefit) . . . . . . . . . .                0.4     0.4    (2.6)
                                                  ------------------  ------  ------
Net income/(loss). . . . . . . . . . . . . . . .               (2.7)    3.9     7.0
                                                  ==================  ======  ======

(a)  Percentages  based  on  optical  sales  only

</TABLE>

     The  following  is  a discussion of certain factors affecting the Company's
results  of  operations  from  fiscal  2001 to fiscal 2003 and its liquidity and
capital  resources.  This  discussion  should  be  read  in conjunction with the
consolidated  financial  statements and notes thereto included elsewhere in this
document.

FISCAL  2003  COMPARED  TO  FISCAL  2002

     Net  Revenues.  The increase in net revenues to $369.9 million in 2003 from
$363.7  million  in  fiscal  2002  was largely the result of the addition of ten
stores,  nine  of  which  were  in  the  Atlanta market.  Comparable store sales
decreased  by  .3%  compared  to  fiscal  2002.  Comparable  transaction  volume
decreased  by .4% compared to fiscal 2002 and average ticket prices increased by
..2%  compared  to  fiscal  2002.  This relatively flat performance in comparable
store  sales, average ticket and comparable transactions is the result of a soft
optical retail environment driven

                                       25
<PAGE>

by  mediocre consumer demand and comparisons to a strong comparable sales result
of  5.6%  for  fiscal  2002.  The  Company closed two stores during fiscal 2003.

     Gross  Profit. Gross profit increased to $255.3 million in fiscal 2003 from
$251.2 million in fiscal 2002, primarily as a result of an increase in the sales
of  higher  margin  products.  Gross  profit  as  a  percentage of optical sales
decreased  to 68.7% ($252.0 million) in fiscal 2003 as compared to 68.8% ($247.8
million)  in  fiscal  2002.  This  relatively  flat trend was largely due to the
Company's  maintaining  its  favorable  mix  of  non-branded  frames with higher
margins  than  branded  frames.  Non-branded frames have lower acquisition costs
than  branded  frames  resulting  in  higher  margins.

     Selling  General & Administrative Expenses (SG&A). SG&A increased to $218.7
million  in fiscal 2003 from $212.5 million in fiscal 2002. SG&A as a percentage
of  optical  sales  increased to 59.7% in fiscal 2003 from 59.0% in fiscal 2002.
This  increase  was  primarily  due  to  the  addition  of  noncomparable doctor
practices  in  eight  of  the Company's markets, which has resulted in increased
doctor  payroll  expenditures.  In  addition,  the Company closed two stores and
opened  ten  new  stores  during  fiscal  2003,  which has resulted in increased
occupancy  expenditures.

     Amortization  Expense.  Amortization  expense decreased to $0.2 million for
fiscal 2003 from $1.9 million in fiscal 2002 as the related intangible asset was
fully  amortized.

     Income  Tax  Benefit.  Income  tax benefit increased for fiscal 2003 due to
the  increase  in  the  related  deferred  tax  asset  of  $17.6  million.  The
recognition  of  the  deferred  tax  asset  is  the result of the removal of the
valuation  allowance  on deferred tax assets because of the Company's history of
taxable  income  and  high  probability  of  future  taxable  income.

     Net  Interest  Expense. Net interest expense decreased to $20.2 million for
fiscal  2003 from $21.1 million for fiscal 2002. This decrease was primarily due
to  lower  outstanding  debt  balances  during  2003.

FISCAL  2002  COMPARED  TO  FISCAL  2001

     Net  Revenues.  The increase in net revenues to $363.7 million in 2002 from
$336.0  million  in  fiscal  2001  was  largely  the  result  of  an increase in
comparable  store  sales  of  5.6%  primarily due to the continuation of the two
complete pair of single vision eyeglasses for $99 value promotion started in the
fourth  quarter  of  2001.  Additionally,  the  improvement of product depth and
selection,  improved  in-stock  positions and overall optical market improvement
contributed  to  the increase in sales.  The number of transactions increased by
13.7%  compared to fiscal 2001, which was offset by a decrease in average ticket
prices  of  4.7% compared to fiscal 2001.  Both the increase in transactions and
decrease in average ticket prices were due primarily to the two complete pair of
single  vision  eyeglasses  for  $99 value promotion.  Managed vision care sales
decreased  1.5%  for fiscal 2002 as compared to fiscal 2001.  The Company opened
eight  stores  and  closed  four  stores  in  fiscal  2002.

     Gross  Profit. Gross profit increased to $251.2 million in fiscal 2002 from
$231.6  million  in

                                       26
<PAGE>

fiscal  2001, primarily as a result of an increase in comparable store sales and
an increase in the sales of higher margin products. Gross profit as a percentage
of  optical sales increased to 68.8% ($247.8 million) in fiscal 2002 as compared
to  68.6%  ($228.1 million) in fiscal 2001. This percentage increase was largely
due to an increase as a percentage of sales in fiscal 2002 versus fiscal 2001 of
non-branded  frames  with higher margins than branded frames. Non-branded frames
have  lower  acquisition  costs than branded frames resulting in higher margins.

     Selling  General & Administrative Expenses (SG&A). SG&A increased to $212.5
million  in fiscal 2002 from $203.2 million in fiscal 2001. SG&A as a percentage
of  optical  sales  decreased to 59.0% in fiscal 2002 from 61.1% in fiscal 2001.
This  percentage  decrease  was  primarily  due  to  increased  sales  from more
effective  advertising  promotions  in  fiscal  2002  versus  fiscal  2001  with
advertising  expenditures  rising slightly over the two years but declining as a
percentage  of  sales.  In  addition,  while  depreciation declined slightly and
occupancy  expenses  rose  slightly  in  fiscal  2002  versus  fiscal 2001, they
declined  as  a  percentage of sales which was offset by increases in retail and
doctor  payroll.

     Amortization  Expense.  Amortization  expense decreased to $1.9 million for
fiscal  2002  from  $8.7  million  in fiscal 2001 due to the adoption of FAS 142
which  disallows  the  amortization of goodwill over its useful life and instead
requires  an  annual  assessment  for  impairment.

     Net  Interest  Expense. Net interest expense decreased to $21.1 million for
fiscal  2002 from $27.5 million for fiscal 2001. This decrease was primarily due
to  the  overall decline in market interest rates in 2002 and re-payment of debt
during  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  capital  requirements  are  driven  principally  by  its
obligations  to  service  debt  and  to  fund  the  following  costs:

-     Construction  of  new  stores
-     Repositioning  of  existing  stores
-     Purchasing  inventory  and  equipment
-     Leasehold  improvements

     The  amount  of capital available to the Company will affect its ability to
service  its  debt  obligations  and  to  continue  to grow its business through
expanding  the  number  of  stores  and  increasing  comparable  store  sales.

SOURCES  OF  CAPITAL

     The Company's principal sources of capital are from cash on hand, cash flow
from operating activities and funding from its credit facility.  Cash flows from
operating activities provided net cash for 2003, 2002 and 2001 of $27.4 million,
$34.4  million  and  $27.4  million, respectively.  As

                                       27
<PAGE>

of December 27, 2003, the Company had $3.8 million of cash available to meet the
Company's  obligations.

     Payments  on  debt  and  issuance of debt have been the Company's principal
financing  activities.  Cash  flows  used in financing activities for 2003, 2002
and  2001  were  $16.1  million,  $23.6 million and $17.5 million, respectively.

     Working  capital  of  the  Company  primarily  consists  of  cash  and cash
equivalents,  accounts  receivable,  inventory,  accounts  payable  and  accrued
expenses  and  is a deficit of $19.3 million at December 27, 2003.  The level of
working  capital has remained relatively consistent to the period ended December
2002.  The  largest working capital usage occurs on May 1 and November 1 of each
year  when  the Company's interest payments under its Notes ranging from $5.0 to
$6.0  million  are  paid.

     Capital  expenditures  for  2003,  2002  and 2001 were $11.0 million, $10.7
million and $10.5 million, respectively, and are the Company's principal uses of
cash  for  investing  activities.  The  table below sets forth the components of
these  capital  expenditures  for  2003,  2002  and  2001.

<TABLE>
<CAPTION>


<S>                          <C>                 <C>      <C>
                                              Fiscal Year Ended
                                           ----------------------
                                           2001     2002     2003
                                          ------  -------  -------
Expenditure Category:
New Stores. . . . . . . . .  $            3,800  $ 2,900  $ 3,700
Information Systems . . . .               1,500    1,800    1,400
Lab Equipment . . . . . . .               1,000    1,400    2,400
Store Maintenance . . . . .               2,900    4,400    3,300
Other . . . . . . . . . . .               1,300      200      200

 Total Capital Expenditures  $           10,500  $10,700  $11,000
                             ==================  =======  =======
</TABLE>

     Capital  expenditures  for  2004  are  projected  to be approximately $11.0
million.

LONG-TERM  DEBT

     CREDIT  FACILITY.  On  December 23, 2002, the Company entered into a credit
agreement  with  Fleet  National  Bank,  as  administrative  agent,  and Bank of
America,  N.A.,  acting  as  syndication  agent,  which  consists of (i) a $55.0
million  term  loan facility (the "Term Loan A"); (ii) a $62.0 million term loan
facility  (the  "Term  Loan  B");  and  (iii)  a  $25.0 million revolving credit
facility  (the  "Revolver"  and,  together with Term Loan A and Term Loan B, the
"New  Facilities").  The  proceeds  of  the  New Facilities were used to (i) pay
long-term  debt  outstanding  under the Company's previous credit facility, (ii)
redeem  $20.0  million  face  value of the Notes at a cost of $17.0 million, and
(iii)  pay fees and expenses incurred in connection with the New Facilities. The
New Facilities are available to finance working capital requirements and general
corporate  purposes.  At  December 27, 2003, the Company had approximately $23.0
million  available  under  the  Revolver.

     Borrowings  made  under the New Facilities accrue interest at the Company's
option  at the Base

                                       28
<PAGE>

Rate  or the LIBOR rate, plus the applicable margin. The Base Rate is a floating
rate  equal  to  the  higher of Fleet Bank's prime rate or the overnight Federal
Funds  Rate  plus  1/2%.

<TABLE>
<CAPTION>

<S>              <C>                   <C>
NEW FACILITY     BASE RATE MARGIN      LIBOR MARGIN
------------     -----------------     -------------
Term Loan A                  3.25%             4.25%
------------     -----------------     -------------
Term Loan B                  3.75%             4.75%
------------     -----------------     -------------
Revolver                     3.50%             4.50%
------------     -----------------     -------------
</TABLE>

Principal  under  Term Loan A shall amortize in quarterly payments commencing on
March  31,  2003  in  annual  amounts  of  $18.8  million  and  $20.0  million,
respectively,  for  fiscal  years  2004  and  2005. Term Loan B has no principal
payments  until  2006 when quarterly payments will commence in annual amounts of
$20.0  million  and $42.0 million, respectively, for fiscal years 2006 and 2007.

     In  connection  with  the  borrowings  made  under  the New Facilities, the
Company  incurred  approximately  $4.8  million  in  debt issuance costs.  These
amounts  are  classified  within other assets in the accompanying balance sheets
and  are  being  amortized over the life of the New Facilities.  The unamortized
amount  of  debt  issuance  costs  as  of  December  27, 2003 related to the New
Facilities  was  $3.5  million.

     At  December  27,  2003, the Company had $238.8 million of outstanding debt
consisting  of $129.8 million of the Notes (as hereinafter defined) outstanding,
$43.8  million and $62.0 million in term loans outstanding under the Term Loan A
and  Term Loan B, respectively, $1.0 million under the Revolver and $2.2 million
in  capital  lease  and  equipment  obligations.  The  Company  anticipates debt
payments  of  approximately $17.2 million during fiscal 2004, reducing the total
outstanding  debt  balance  to  $221.6  million.

     The  New  Facilities  are  collateralized  by  all  tangible and intangible
assets,  including  the  stock  of  the Company's subsidiaries. In addition, the
Company must meet certain financial covenants including minimum EBITDA, interest
coverage,  leverage ratio and capital expenditures. As of December 27, 2003, the
Company  was  in  compliance  with  the  financial  reporting  covenants.

     NOTES.  In  1998,  the  Company  issued  $100.0 million aggregate principal
amount of its 9 1/8% senior Subordinated Notes due 2008 (the "Fixed Rate Notes")
and  $50.0  million  aggregate  principal  amount  of its Floating Interest Rate
Subordinated  Term  Securities due 2008 (the "Floating Rate Notes" and, together
with  the Fixed Rate Notes the "Notes").  In connection with the New Facilities,
the  Company  redeemed  $20.0 million of the Floating Rate Notes on December 23,
2002.  Interest  on the Notes is payable semiannually on each May 1 and November
1 until maturity. Interest on the Fixed Rate Notes accrues at the rate of 9 1/8%
per  annum.  The  Floating  Rate  Notes bear interest at a rate per annum, reset
semiannually,  equal  to  LIBOR  plus  3.98%.  The Notes are not entitled to the
benefit  of  any  mandatory  sinking  fund.

                                       29
<PAGE>

     The  Notes  are  guaranteed  on  a  senior subordinated basis by all of the
Company's  subsidiaries.  The  Notes  and  related  guarantees:

-    Are  general  unsecured  obligations  of  the  Company  and the guarantors;
-    Are  subordinated  in  right  of  payment  to all current and future senior
     indebtedness  including  indebtedness  under  the  New  Facilities;  and
-    Rank  pari  passu  in  right of payment with any future senior subordinated
     indebtedness  of  the  Company  and  the  guarantors and senior in right of
     payment  with  any  future  subordinated obligations of the Company and the
     guarantors.

     The Company may redeem the Notes, at its option, in whole at any time or in
part  from time to time.  The redemption prices for the Fixed Rate Notes are set
forth  below  for  the  12-month  periods  beginning May 1 of the year set forth
below,  plus  in  each  case,  accrued  interest  to  the  date  of  redemption:

<TABLE>
<CAPTION>

<S>                     <C>
YEAR. . . . . . . .     REDEMPTION PRICE
----------------------------------------

2004. . . . . . . .              103.042%
2005. . . . . . . .              101.521%
2006 and thereafter              100.000%
</TABLE>

Beginning on May 1, 2003, the Floating Rate Notes may be redeemed at 100% of the
principal  amount  thereof  plus  accrued  and  unpaid  interest  to the date of
redemption.

     The  indenture  governing  the Notes contains certain covenants that, among
other  things,  limit  the  Company  and  the  guarantors'  ability  to:

-     Incur  additional  indebtedness;
-     Pay dividends or make other distributions in respect of its capital stock;
-     Purchase  equity  interests  or  subordinated  indebtedness;
-     Create  certain  liens;
-     Enter  into  certain  transactions  with  affiliates;
-     Consummate  certain  asset  sales;  and
-     Merge  or  consolidate.

     PREFERRED  STOCK.  During  1998, the Company issued 300,000 shares of a new
series  of  preferred  stock  (the "Preferred Stock"), par value $.01 per share.
Dividends on shares of the Preferred Stock are cumulative from the date of issue
(whether  or  not declared) and will be payable when and as may be declared from
time  to time by the Board of Directors of the Company. Such dividends accrue on
a  daily basis from the original date of issue at an annual rate per share equal
to  13%  of  the  original  purchase  price  per  share,  with such amount to be
compounded  quarterly.  The  Preferred Stock will be redeemable at the option of
the  Company,  in  whole  or  in  part, at $100 per share plus (i) the per share
dividend rate and (ii) all accumulated and unpaid dividends, if any, to the date
of  redemption, upon occurrence of an offering of equity securities, a change of
control  or  certain  sales  of  assets.

                                       30
<PAGE>

     CONTRACTUAL OBLIGATIONS.  The Company is committed to make cash payments in
the  future  on  the  following  types  of  agreements:

-     Long-term  debt
-     Operating  leases  for  stores  and  office  facilities

     The  following table reflects a summary of its contractual cash obligations
as  of  December  27,  2003:

<TABLE>

<CAPTION>

<S>                                      <C>                      <C>          <C>          <C>               <C>
                                                                            Payments due by period
                                         ----------------------------------------------------------------------------
                                                         Total . Less than 1 yr 1 to 3 yrs 3 to 5 yrs  More than 5 yrs
                                                        ------  --------------- -----------  -----------  ------------
Long-Term Debt. . . . . . . . . . . . .            $     236,538  $    18,750  $    45,000  $        172,788  $     -
Capital Lease Obligations . . . . . . .                    2,287          230          659             1,039      359
Operating Leases. . . . . . . . . . . .                  155,540       30,192       52,028            38,606   34,714
Purchase Obligations. . . . . . . . . .                        -            -            -                 -        -
                                                   --------------  ----------   -----------  ---------------   ------
Total future principal payments on debt            $     394,365  $    49,172  $    97,687  $        212,433  $35,073
                                                    =============  ===========  ===========  ================  =======
</TABLE>

     Material  Off-Balance  Sheet  Arrangements.  The  Company  has  no material
off-balance sheet debt or unrecorded obligations and has not guaranteed the debt
of  any  other  party.

     FUTURE  CAPITAL RESOURCES.  Based upon current operations, anticipated cost
savings  and  future  growth,  the  Company  believes  that  its  cash flow from
operations, together with borrowings currently available under the Revolver, are
adequate  to  meet  its  anticipated  requirements  for working capital, capital
expenditures  and  scheduled  principal  and  interest payments through the next
twelve  months.  The  ability  of the Company to satisfy its financial covenants
within its New Facilities, 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.  The Company believes
that  its  ability  to  repay  the  Notes  and amounts outstanding under the New
Facilities  at  maturity  will likely require additional financing.  The Company
cannot  provide  assurance that additional financing will be available to it.  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.

CRITICAL  ACCOUNTING  POLICIES

     Critical  accounting  policies  are  those  that require management to make
assumptions  that  are difficult or complex about matters that are uncertain and
may  change  in  subsequent  periods,  resulting in changes to reported results.

     The  Company's  significant  accounting policies are described in Note 2 in
the  Notes  to  Consolidated  Financials  Statements.  The  majority  of  these
accounting  policies  do not require

                                       31
<PAGE>

management  to  make  difficult, subjective or complex judgments or estimates or
the  variability  of  the  estimates  is  not  material.  However, the following
policies  could be deemed critical. The Company's management has discussed these
critical accounting policies with the Audit Committee of the Board of Directors.

-    Accounts  receivable  are  primarily from third party payors related to the
     sale  of  eyewear and include receivables from insurance reimbursements, OD
     management  fees,  credit card companies, merchandise, rent and license fee
     receivables.  The  Company's  allowance  for  doubtful  accounts  requires
     significant  estimation  and  primarily  consists  of  amounts  owed to the
     Company  by  third  party  insurance  payors. This estimate is based on the
     historical  ratio  of  collections to billings. The Company's allowance for
     doubtful  accounts  was  $4.1  million  at  December  27,  2003.

-    Inventory  consists  principally  of eyeglass frames, ophthalmic lenses and
     contact  lenses  and  is  stated  at  the  lower of cost or market. Cost is
     determined  using  the  weighted  average  method  which  approximates  the
     first-in, first-out (FIFO) method. The Company's inventory reserves require
     significant estimation and are based on product with low turnover or deemed
     by  management  to  be unsaleable. The Company's inventory reserve was $0.6
     million  at  December  27,  2003.

-    Intangible  assets  represent approximately 47% of the Company's assets and
     consist of the amounts by which the purchase price exceeds the market value
     of  acquired  net assets ("goodwill"), management agreements and noncompete
     agreements.  Goodwill must be tested for impairment at least annually using
     a  "two-step"  approach that involves the identification of reporting units
     and  the  estimation  of  fair  values. This fair value estimation requires
     significant  judgment  by  the  Company's  management.

-    Valuation  allowances  for  deferred  tax assets reduce deferred tax assets
     when  it  is  deemed  more  likely than not that some portion or all of the
     deferred  tax  assets will expire before realization of the benefit or that
     future  deductibility  is  not  probable  due  to  taxable losses. Although
     realization  is  not  assured  due  to  historical  taxable  income and the
     probability of future taxable income, Management believes it is more likely
     than  not  that  all  of  the  deferred  tax  asset  will  be  realized.

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  ANNUAL  RESULTS

     The  Company's  sales  fluctuate  seasonally.  Historically,  the Company's
highest  sales  and earnings occur in the first and third quarters. In addition,
annual  results  are  affected  by  the  Company's  growth.

                                       32
<PAGE>

RISK  FACTORS

THE COMPANY OFTEN OFFERS INCENTIVES TO CUSTOMERS WHICH LOWER PROFIT MARGINS.  At
times  when the Company's major competitors offer significantly lower prices for
their  products,  the  Company is often required to do the same.  Certain of its
major competitors offer promotional incentives to their customers including free
eye  exams,  "50%  Off"  on designer frames and "Buy One, Get One Free" eye care
promotions.  In  response  to these promotions, the Company has offered the same
or  similar  incentives  to  its customers.  This practice has resulted in lower
profit  margins  and these competitive promotional incentives may further reduce
revenues,  gross  margins and cash flows.  Although the Company believes that it
provides  quality  service  and  products  at competitive prices, several of the
other  large  retail  optical  chains  have greater financial resources than the
Company.  Therefore,  the  Company  may  not be able to continue to deliver cost
efficient  products in the event of aggressive pricing by its competitors, which
would  reduce  profit  margins,  net  income  and  cash  flow.

AS REFRACTIVE LASER SURGERY AND OTHER ADVANCES IN MEDICAL TECHNOLOGY GAIN MARKET
ACCEPTANCE,  THE  COMPANY  MAY  LOSE REVENUE FROM TRADITIONAL EYEWEAR CUSTOMERS.
Corneal  refractive  surgery  procedures  such  as  radial-keratotomy,
photo-refractive  keratectomy,  Laser In-Situ Keratomileusis or LASIK and future
drug  development,  may  change  the  demand  for  the  Company's  products.  As
traditional  eyewear  users  undergo laser vision correction procedures or other
vision  correction  techniques,  the  demand  for  certain  contact  lenses  and
eyeglasses  will  decrease.  Technological developments such as wafer technology
and  lens  casting  may  render  the Company's current lens manufacturing method
uncompetitive  or  obsolete.  Due  to  the  fact  that the marketing and sale of
eyeglasses and contact lenses is a significant part of the Company's business, a
decrease  in  customer  demand  for these products could have a material adverse
effect on sales of prescription eyewear.  There can be no assurance that medical
advances  and technological developments will not have a material adverse effect
on  the  Company's  operations.

THE  COMPANY  MAY  BE UNABLE TO SERVICE ITS INDEBTEDNESS.  The Company is highly
leveraged,  with  indebtedness  that  is  substantial  in  relation  to  its
shareholders'  equity.  As  of  December  27,  2003,  the  Company's  aggregate
outstanding  indebtedness  was  approximately  $238.8  million and the Company's
shareholders'  equity  was  a  deficit of $63.6 million. In addition, subject to
certain limitations, the New Facilities and the indenture governing the Exchange
Notes  (the  "Indenture")  permit  the  Company  to  incur  or guarantee certain
additional  indebtedness.  See  "Consolidated  Financial  Statements"  and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations  -  Liquidity  and  Capital  Resources."

     The  Company's high degree of leverage could have important consequences to
holders of the Exchange Notes, including, but not limited to, the following: (i)
the  Company's  ability  to  obtain  additional  financing  for working capital,
capital expenditures, acquisitions or general corporate purposes may be impaired
in  the  future;  (ii)  a  substantial  portion  of the Company's cash flow from
operations  must  be  dedicated  to the payment of principal and interest on its
indebtedness  (including  the  Exchange  Notes),  thereby  reducing  the  funds
available  to  the  Company  for  its  operations  and  other purposes including
acquisitions and new store openings; (iii) the Company may be substantially more
leveraged  than  certain  of  its  competitors, which may place the

                                       33
<PAGE>

Company  at  a competitive disadvantage; (iv) the Company may be hindered in its
ability  to adjust rapidly to changing market conditions; (v) the Company's high
degree  of  leverage could make it more vulnerable in the event of a downturn in
general  economic  conditions  or its business or changing market conditions and
regulations;  and  (vi)  to  the extent that the Company's obligations under the
Floating  Rate  Notes and the New Facilities bear interest at floating rates, an
increase  in  interest  rates  could  adversely  affect, among other things, the
Company's  ability  to  meet  its  financing  obligations.

     The Company's ability to repay or to refinance its obligations with respect
to  its  indebtedness  (including  the Exchange Notes) will depend on its future
financial  and  operating  performance,  which,  in  turn,  will  be  subject to
prevailing  economic  and  competitive  conditions  and  to  certain  financial,
business,  legislative,  regulatory  and other factors, many of which are beyond
the  Company's  control, as well as the availability of borrowings under the New
Facilities.  These factors could include operating difficulties, difficulties in
identifying  and  integrating  acquisitions,  increased operating costs, product
pricing  pressures,  the  response  of  competitors, regulatory developments and
delays  in  implementing  strategic  projects,  including  store  openings.  The
Company's  ability  to meet its debt service and other obligations may depend in
significant  part  on the extent to which the Company can implement successfully
its  business  strategy. There can be no assurance that the Company will be able
to  implement its strategy fully or that the anticipated results of its strategy
will  be  realized.

     If  the Company is unable to fund its debt service obligations, the Company
may  be  forced to reduce or delay capital expenditures, sell assets, or seek to
obtain  additional  debt  or  equity capital, or to refinance or restructure its
debt  (including  the Exchange Notes). The Company may need additional financing
to  repay  the Exchange Notes at maturity. There can be no assurance that any of
these  remedies  can be affected on satisfactory terms, if at all. Factors which
could  affect  the Company's or its subsidiaries' access to the capital markets,
or the cost of such capital, include changes in interest rates, general economic
conditions  and the perception in the capital markets of the Company's business,
results  of  operations,  leverage,  financial condition and business prospects.

THE  EXCHANGE  NOTES  ARE  SUBORDINATED  IN  RIGHT  OF PAYMENT TO ALL FUTURE AND
EXISTING  SENIOR  INDEBTEDNESS  OF  THE  COMPANY.  The  Exchange  Notes  and the
Guarantees  are  subordinated  in  right  of  payment to all existing and future
Senior  Indebtedness of the Company, including indebtedness of the Company under
the New Facilities, and to all existing and future Guarantor Senior Indebtedness
of  the  guarantors,  including  the  guarantees of the guarantors under the New
Facilities,  respectively,  and  the  Exchange  Notes  are  also  effectively
subordinated  to  all  secured  indebtedness  of the Company and the guarantors,
respectively,  to  the  extent  of  the  value  of  the  assets  securing  such
indebtedness.  The  obligations  under  the New Facilities are guaranteed by the
guarantors and are secured by substantially all of the assets of the Company and
all  direct and indirect subsidiaries of the Company and a pledge of the capital
stock  of  each  such  subsidiary  (but not to exceed 65% of the voting stock of
foreign  subsidiaries).  As of December 27, 2003, the aggregate amount of Senior
Indebtedness  of  the  Company  was  approximately  $236.5 million (exclusive of
unused  commitments  under  the  New Facilities of approximately $23.0 million),
$130.0  million  of  which  is  guaranteed  by  the  guarantors  under  the  New
Facilities.

                                       34
<PAGE>

     In  the  event  of  bankruptcy,  liquidation, reorganization or any similar
proceeding  regarding  the Company, or any Guarantor, or any default in payment,
the assets of the Company or such Guarantor, as applicable, will be available to
pay  obligations on the Exchange Notes only after the senior indebtedness of the
Company  or  the Guarantor Senior Indebtedness of such Guarantor, as applicable,
has  been  paid in full, and there may not be sufficient assets remaining to pay
amounts  due  on  all  or  any  of  the  Exchange Notes. Moreover, under certain
circumstances,  if  any  nonpayment  default  exists  with respect to designated
senior  indebtedness  which  would  permit the holders of such designated senior
indebtedness  to  accelerate  the maturity thereof, the Company may not make any
payments on the Exchange Notes for a specific time, unless such default is cured
or  waived,  or such designated senior indebtedness is paid in full. The holders
of  the  Exchange  Notes  will have no direct claim against the guarantors other
than  the claim created by the Guarantees. The rights of holders of the Exchange
Notes  to  participate  in  any  distribution  of  assets  of any Guarantor upon
liquidation,  bankruptcy  or  reorganization  may,  as  is  the  case with other
unsecured  creditors  of  the  Company,  be subject to prior claims against such
Guarantor.  The  Guarantees  may themselves be subject to legal challenge in the
event  of  the  bankruptcy  or  insolvency  of  a Guarantor, or in certain other
circumstances.  If  such  a  challenge  were  upheld,  the  Guarantees  would be
invalidated  and  unenforceable.

THE  COMPANY  IS  RESTRICTED  BY  THE TERMS OF ITS INDEBTEDNESS FROM TAKING MANY
CORPORATE  ACTIONS  THAT  MAY BE IMPORTANT TO ITS FUTURE SUCCESS.  The Indenture
restricts,  among  other things, the Company's and its subsidiaries' ability to:
incur  additional indebtedness; incur liens; pay dividends or make certain other
restricted  payments;  consummate  certain  asset  sales;  enter  into  certain
transactions with affiliates; incur indebtedness that is subordinate in right of
payment  to  any  Senior  Indebtedness  and  senior  in  right of payment to the
Exchange  Notes;  create  or  cause  to  exist  restrictions on the ability of a
subsidiary  to  pay  dividends or make certain payments to the Company; merge or
consolidate  with  any  other person or sell, assign, transfer, lease, convey or
otherwise  dispose  of all or substantially all of the assets of the Company. In
addition,  the  New  Facilities contain other and more restrictive covenants and
prohibits  the  Company  in  all  circumstances  from  prepaying  certain of its
indebtedness (including the Exchange Notes). The New Facilities also require the
Company  to  maintain  specified financial ratios. The Company's ability to meet
those  financial  ratios can be affected by events beyond its control, and there
can  be  no assurance that the Company will meet those tests. A breach of any of
these  covenants  could  result in a default under the New Facilities and/or the
Indenture.  Upon the occurrence of an event of default under the New Facilities,
the  lenders  could  also elect to declare all amounts outstanding under the New
Facilities,  together  with accrued interest, to be immediately due and payable.
If  the  Company  were  unable to repay those amounts, the lenders could proceed
against  the  collateral  granted to them to secure that indebtedness or against
the  guarantees of the guarantors of the New Facilities. If the debt outstanding
under  the New Facilities were to be accelerated, there can be no assurance that
the  assets of the Company and its subsidiaries would be sufficient to repay the
obligations  under  the  New  Facilities,  other  Senior Indebtedness, Guarantor
Senior  Indebtedness  or the Exchange Notes. Substantially all the assets of the
Company  and  its  subsidiaries  secure  the  New Facilities. See "Liquidity and
Capital  Resources."

THE COMPANY IS SUBJECT TO A VARIETY OF STATE, LOCAL AND FEDERAL REGULATIONS THAT
AFFECT  THE  HEALTH  CARE  INDUSTRY,  WHICH  MAY  AFFECT ITS ABILITY TO GENERATE
REVENUE  OR  SUBJECT  IT  TO  ADDITIONAL

                                       35
<PAGE>

EXPENSES.  The Company or its landlord leases a portion of each of the Company's
stores or adjacent space to an independent optometrist. The availability of such
professional  services within or adjacent to the Company's stores is critical to
the  Company's  marketing  strategy.  The delivery of health care, including the
relationships  among  health  care  providers such as optometrists and suppliers
(e.g.,  providers  of  eyewear),  is  subject  to  extensive  federal  and state
regulation.  The  laws of many states prohibit business corporations such as the
Company  from  practicing  medicine  or  exercising  control  over  the  medical
judgments  or  decisions  of  physicians  and from engaging in certain financial
arrangements,  such  as  splitting  fees  with  physicians. These laws and their
interpretations  vary  from  state  to state and are enforced by both courts and
regulatory  authorities,  each  with broad discretion. The Company has addressed
these prohibitions with three distinct operating structures. With respect to 191
of  its  stores, the Company subleases a portion of the space within or adjacent
to  its  store  to  an  Independent  OD. In forty-six of the stores, the Company
directly  employs  the  optometrist.  In sixty-four of the Company's stores, the
Company  has structured its business relationships with independent optometrists
by  subleasing  the  entire  premises to the OD PC and entering into a long-term
management agreement to manage the optometrist's entire practice (which includes
the  optical  dispensary  as well as the professional eye examination practice).
Violations of these laws could result in censure or delicensing of optometrists,
civil  or criminal penalties, including large civil monetary penalties, or other
sanctions. In addition, a determination in any state that the Company is engaged
in  the corporate practice of medicine or any unlawful fee-splitting arrangement
could  render any service agreement between the Company and optometrists located
in  such  state  unenforceable  or  subject  to modification, which could have a
material  adverse effect on the Company. The Company believes it is currently in
material  compliance  with  each  of  these laws; however, courts and regulatory
authorities  will  determine  that  these  operating  structures  comply  with
applicable  laws  and  regulations.  See  "Business  -  Government  Regulation."

     The fraud and abuse provisions of the Social Security Act and anti-kickback
laws  and regulations adopted in many states prohibit the solicitation, payment,
receipt, or offering of any direct or indirect remuneration in return for, or as
an  inducement  to, certain referrals of patients, items or services. Provisions
of  the  Social  Security  Act  also  impose  significant penalties for false or
improper billings to Medicare and Medicaid, and many states have adopted similar
laws  applicable  to  any  payor of health care services. In addition, the Stark
Self-Referral  Law  imposes restrictions on physicians' referrals for designated
health  services reimbursable by Medicare or Medicaid to entities with which the
physicians  have  financial  relationships,  including  the  rental  of space if
certain  requirements  have not been satisfied. Many states have adopted similar
self-referral  laws  which  are  not  limited to Medicare or Medicaid reimbursed
services.  Violations  of  any  of these laws may result in substantial civil or
criminal  penalties,  including double and treble civil monetary penalties, and,
in  the  case of violations of federal laws, exclusion from participation in the
Medicare and Medicaid programs. Such exclusions and penalties, if applied to the
Company,  could  have  a  material adverse effect on the Company. The Company is
currently  in  material  compliance  with  all  of  the  foregoing  laws  and no
determination  of  any  violation in any state has been made with respect to the
foregoing  laws.

THE  COMPANY'S  FUTURE  SUCCESS WILL DEPEND ON ITS ABILITY TO ENTER INTO MANAGED
CARE  CONTRACTS.  As an increasing percentage of patients enter into health care
coverage  arrangements

                                       36
<PAGE>

with  managed  care  payors,  the  Company believes that its success will be, in
part,  dependent upon the Company's ability to negotiate contracts with employer
groups  and  other private third party payors. Many of the existing managed care
contracts  may  be  terminated  with little or no notice. Currently, the Company
participates in a managed care network that it anticipates being removed from in
fiscal 2004 representing approximately $4.0 million in annual revenues. There is
no certainty that the Company will be able to establish or maintain satisfactory
relationships  with  managed  care  and  other third party payors, many of which
already  have  existing  provider  structures  in  place  and may not be able or
willing  to  change  their  provider  networks.  The inability of the Company to
maintain its current relationships or enter into such arrangements in the future
could  have  a  material  adverse  effect  on  the  Company.

     The  Company's  contractual arrangements with managed care companies on the
one hand, and the networks of optometrists and other providers on the other, are
subject  to  federal  and  state  regulations,  including but not limited to the
following:

Insurance Licensure.  Most states impose strict licensure requirements on health
insurance  companies,  HMOs  and  other companies that engage in the business of
insurance.  In  most  states,  these  laws  do  not  apply to networks paid on a
discounted  fee-for-service  arrangements  or on a capitated basis. In the event
that  the Company is required to become licensed under these laws, the licensure
process  can  be  lengthy and time consuming. In addition, many of the licensing
requirements  mandate  strict financial and other requirements which the Company
may  not  be  able  to  meet.

Any  Willing  Provider  Laws.  Some  states  have  adopted,  and  others  are
considering,  legislation  that  requires  managed  care  payors  to include any
provider  who  is  willing  to  abide  by  the terms of the managed care payor's
contracts  and/or  prohibit  termination  of  providers without cause. Such laws
would  limit  the  ability  of  the  Company  to  develop effective managed care
provider  networks  in  such  states.

Antitrust  Laws.  The  Company  and  its  networks of providers are subject to a
range  of  antitrust  laws  that  prohibit  anti-competitive  conduct, including
price-fixing,  concerted refusals to deal and divisions of markets. There can be
no  assurance  that there will not be a challenge to the Company's operations on
the  basis  of  an  antitrust  violation  in  the  future.

ANY  TERMINATION  OF THE COMPANY'S LONG TERM PROFESSIONAL CORPORATION MANAGEMENT
AGREEMENTS  OR A DISPUTE WITH THE OD PCS WOULD HARM ITS BUSINESS.  Sixty-four of
the  stores  are  subleased  to  an  OD PC that employs the ODs, and the Company
(through  its  subsidiaries)  operates  the  store  through  the  provision  of
management  services  to  the  OD  PC  (including management of the professional
practice  and  optical  retail business).  Each of the OD PCs own between twelve
and twenty-four stores.  Each of these relationships is material to the Company.
In  addition,  the  Company  has  a right to, and with respect to the Hour Eye's
locations  the  OD  PC  has the right to cause the Company to, designate another
optometrist  to  purchase  the  stock  or  assets of the OD PC at an agreed upon
calculation to determine the purchase price.  At December 27, 2003, these prices
in  the  aggregate  are  approximately $10.0 million.  While these contracts are
long-term  commitments,  no  assurances  can be given as to the likelihood of an
agreement

                                       37
<PAGE>

being  terminated  by  an OD or a dispute arising between the Company and the OD
and  to  the resulting impact on the Company's revenues and cashflows. A finding
that  the OD PC does not comply with applicable laws, a dispute with an OD PC or
the  termination  of  a  management  relationship  could have a material adverse
effect  on  the  Company.

PROPOSED  AND  FUTURE  HEALTH  CARE  REFORM  INITIATIVES COULD HARM THE COMPANY.
There  have  been  numerous  initiatives  at  the  federal  and state levels for
comprehensive  reforms  affecting the payment for and availability of healthcare
services.  The  Company  believes that such initiatives will continue during the
foreseeable  future. Aspects of certain of these reforms as proposed in the past
or  others  that  may  be  introduced  could,  if  adopted, adversely affect the
Company.

     The  following,  among others, are potential governmental initiatives which
may  have  an  adverse  effect  on  the  Company.

     Licensure.  The  Company  must obtain licenses or certifications to operate
its  business  in  certain  states.  To  obtain  and maintain such licenses, the
Company must satisfy certain licensure standards. Changes in licensure standards
could increase the Company's costs or prevent the Company from providing certain
services, both of which could have a material adverse effect on the Company. See
"Business."

     Fraud  and  Abuse  and Stark Laws. There are a variety of federal and state
laws  that  affect  financial  and  service  arrangements  between  health  care
providers.  The  Medicare and Medicaid anti-fraud and abuse laws, as well as the
laws  of  certain  states, prohibit health care providers from offering, paying,
soliciting  or  receiving  any  payments,  directly or indirectly, in cash or in
kind,  which are designed to induce or encourage the referral of patients to, or
the  recommendation of, a particular provider for medical products and services.

     In addition, federal law, as well as the laws of certain states, prohibit a
physician,  including  an  optometrist  or  ophthalmologist, who has a financial
relationship  through  an  investment  interest  or compensation arrangement (or
whose immediate family member has such a financial relationship) with a provider
of  designated  health  services from making referrals to that provider for such
services, unless the financial relationship qualifies for an exception under the
applicable  law.  The  federal  law, as well as the laws of certain states, also
prohibits  the  provider  of such services from billing for services provided as
the  result  of  a prohibited referral. Under the federal law, designated health
services  in  certain  instances  include  eye  glasses  and lenses. The federal
government  has  issued  proposed  regulations which further describe prohibited
referrals,  the  nature of financial relationships and permitted exceptions. The
Company  believes  that  it  is in material compliance with these regulations as
proposed.  The  federal  government  has  not  yet  issued  final  regulations.

     The  Company  has financial relationships with numerous physicians to which
these  laws  and  regulations apply. While the Company reviews such arrangements
for  compliance  with  applicable  laws  and  regulations,  the  Company has not
requested,  and  has  not  received,  from  any  governmental agency an advisory
opinion  finding  that such relationships are in compliance with applicable laws
and regulations, and all such financial relationships may not be found to comply

                                       38
<PAGE>

with  such laws and regulations. It is also possible that future interpretations
of  such  laws  and  regulations  will  require  modifications  to the Company's
business  arrangements.

     Violations of these laws and regulations may result in substantial civil or
criminal  penalties, including double and treble monetary penalties, and, in the
case  of violations of federal laws and regulations, exclusion from the Medicare
and Medicaid programs. Such exclusions and penalties, if applied to the Company,
could  have  a  material  adverse  effect  on  the  Company.

Changes  in  Reimbursement.  Government revenue sources are subject to statutory
and  regulatory  changes,  administrative  rulings,  interpretations  of policy,
determinations  by  fiscal  intermediaries  and carriers, and government funding
limitations,  all  of  which  may  materially  increase or decrease the rates of
payment  and  cash flow to the Company. There is no assurance that payments made
under such programs will remain at levels comparable to the present levels or be
sufficient  to  cover  all  operating and fixed costs. Government or third party
payors  may retrospectively and/or prospectively adjust previous payments to the
Company  in  amounts  which would have a material adverse effect on the Company.

THE  COMPANY  IS  VULNERABLE  TO  POSSIBLE  FRANCHISE  CLAIMS.  Two optometrists
asserted claims arising out of the nonrenewal of their subleases of office space
with the Company and their Trademark License Agreements with Enclave Advancement
Group,  Inc.,  a  subsidiary  of  the  Company  ("Enclave").  Such  optometrists
contended  that  the leasing of space from the Company, coupled with the license
from  Enclave  of  certain  trademarks,  constituted  a  franchise,  and  such
optometrists  have  alleged  various claims arising out of this contention. This
claim was settled in May, 1998. While the Company believes that the structure of
the relationships among the Company, Enclave and the optometrists were operating
near  the  Company's retail stores does not constitute a franchise, no assurance
can  be given that a claim, action or proceeding will not be brought against the
Company  or  Enclave  asserting  that  a  franchise  exists.

THE  COMPANY  RELIES ON THIRD-PARTY REIMBURSEMENT, THE FUTURE REDUCTION OF WHICH
WOULD  HARM  ITS BUSINESS.  The cost of a significant portion of medical care in
the  United  States is funded by government and private insurance programs, such
as  Medicare,  Medicaid  and  corporate  health  insurance  plans.  According to
governmental projections, it is expected that more medical beneficiaries who are
significant  consumers  of  eye  care  services  will  enroll in management care
organizations.  The  health  care  industry  is  experiencing  a  trend  toward
cost-containment  with  governmental  and  private third party payors seeking to
impose lower reimbursement, utilization restrictions and risk-based compensation
arrangements.  Private  third-party  reimbursement  plans  are  also  developing
increasingly  sophisticated  methods  of  controlling  health care costs through
redesign  of  benefits  and  explorations  of  more  cost-effective  methods  of
delivering  health  care.  Accordingly,  there  can  be  no  assurance  that
reimbursement  for  purchase and use of eye care services will not be limited or
reduced  and  thereby  adversely  affect  future  sales  by  the  Company.

THE  COMPANY MAY BE EXPOSED TO A SIGNIFICANT RISK FROM LIABILITY CLAIMS IF IT IS
UNABLE TO OBTAIN INSURANCE, AT ACCEPTABLE COSTS, TO PROTECT IT AGAINST POTENTIAL
LIABILITY  CLAIMS.  The  provision  of professional eye care services entails an
inherent risk of professional malpractice and other similar claims.  The Company
does not influence or control the practice of optometry by the

                                       39
<PAGE>

optometrists that it employs or affiliates with, nor does it have responsibility
for  their  compliance  with  certain regulatory and other requirements directly
applicable  to  these  individual professionals. As a result of the relationship
between  the  employed and affiliated optometrists and the Company, however, the
Company  may  become subject to professional malpractice actions or claims under
various  theories  relating  to  the  professional  services  provided  by these
individuals.  The  Company  may  not  be  able  to  continue  to obtain adequate
liability  insurance  at reasonable rates, in which event, its insurance may not
be adequate to cover claims asserted against it, in which event, its future cash
position  could  be  reduced  and  its  ability  to continue operations could be
jeopardized.

IF  THE  COMPANY  IS  UNABLE  TO MAKE A CHANGE OF CONTROL PAYMENT, IT WILL BE IN
DEFAULT  UNDER  THE  INDENTURE.  Upon  the  occurrence  of  a Change of Control,
subject  to certain conditions, the Company will be required to make an offer to
purchase  all  of the outstanding Exchange Notes at a price equal to 101% of the
principal  amount  thereof  at  the  date  of  purchase  plus accrued and unpaid
interest, if any, to the date of purchase. If a Change of Control were to occur,
there  can  be  no assurance that the Company would have sufficient funds to pay
the  repurchase  price  for  all Exchange Notes tendered by the holders thereof;
such  failure  would  result  in  an  event  of default under the Indenture. The
occurrence  of  a  Change  of  Control  would constitute a default under the New
Facilities  and  might constitute a default under the other agreements governing
indebtedness  that  the  Company or its subsidiaries may enter into from time to
time. In addition, the New Facilities prohibits the purchase of the Notes by the
Company  in  the event of a Change of Control, unless and until such time as the
indebtedness  under  the New Facilities is repaid in full. The Company's failure
to  purchase  the Notes in such instance would result in a default under each of
the  Indenture  and  the New Facilities. The inability to repay the indebtedness
under  the  New  Facilities,  if  accelerated,  could  have  a  material adverse
consequence  to  the  Company  and  to  holders  of  the  Exchange Notes. Future
indebtedness  of  the Company may also contain prohibitions of certain events or
transactions  that  could  constitute  a  Change  of  Control  or  require  such
indebtedness  to  be  repurchased  upon  a Change of Control. See "Liquidity and
Capital  Resources."

IF  THE  COMPANY  FAILS  TO  MAKE TIMELY PAYMENTS ON ANY OF ITS INDEBTEDNESS, AN
EVENT  OF  DEFAULT  UNDER  THE INDENTURE WOULD BE TRIGGERED.  The failure to pay
principal  at  maturity under the terms of any Indebtedness, after giving effect
to  any applicable grace period or extensions thereof, by the Company, resulting
in  a default under such Indebtedness, would result in an Event of Default under
the  Exchange  Notes. If such an Event of Default were to occur, there can be no
assurance  that  the  Company  would have sufficient funds to pay the repurchase
price  for  all  Exchange  Notes  tendered  by  the  holders  thereof.  Future
indebtedness  of  the Company may also contain prohibitions of certain events or
transactions  that  would  constitute  a  Change  of  Control  or  require  such
indebtedness  to  be  repurchased  upon  a  Change  of  Control.

IN  BANKRUPTCY,  THE  EXCHANGE NOTES MAY BE INVALIDATED OR SUBORDINATED TO OTHER
DEBTS  OF THE COMPANY.  Under applicable provisions of federal bankruptcy law or
comparable  provisions  of  state  fraudulent  conveyance  law,  if, among other
things,  the Company or the guarantors, at the time it incurred the indebtedness
evidence  by  the  Exchange Notes or the Guarantees, as the case may be, (i) (a)
was  or  is  insolvent or rendered insolvent by reason of such occurrence of (b)
was

                                       40
<PAGE>

or  is  engaged  in a business or transaction of which the assets remaining with
the Company or the guarantors were unreasonably small or constitute unreasonably
small  capital  or  (c)  intended  or intends to incur, or believed, believes or
should have believed that it would incur, debts beyond its ability to repay such
debts  as they mature and (ii) the Company or the Guarantor received or receives
less  than  the  reasonably  equivalent  value  or  fair  consideration  for the
incurrence  of such indebtedness, the Exchange Notes and the Guarantees could be
invalidated or subordinated to all other debts of the Company or the guarantors,
as  the  case may be. The Exchange Notes or Guarantees could also be invalidated
or  subordinated if it were found that the Company or the Guarantor, as the case
may  be,  incurred  indebtedness  in  connection  with the Exchange Notes or the
Guarantees  with  the  intent  of  hindering,  delaying or defrauding current or
future  creditors  of  the  Company  or  the  guarantors, as the case may be. In
addition,  the  payment of interest and principal by the Company pursuant to the
Exchange  Notes  or  the  payment  of  amounts by the guarantors pursuant to the
Guarantees could be voided and required to be returned to the person making such
payment,  or  to  a  fund for the benefit of the creditors of the Company or the
guarantors,  as  the  case  may  be.

     The  measures  of  insolvency  for purposes of the foregoing considerations
will  vary  depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, the Company or the guarantors would be considered
insolvent  if  (i)  the sum of its debts, including contingent liabilities, were
greater  than the sum of all of its assets at a fair valuation or if the present
fair  saleable  value  of  its  assets  were  less than the amount that would be
required  to  pay  its  probable  liability  on  its  existing  debts, including
contingent  liabilities, as they become absolute and mature or (ii) it could not
pay  its  debts  as  they  become  due.

     To the extent the Guarantees were voided as a fraudulent conveyance or held
unenforceable  for  any  other  reason, holders of Exchange Notes would cease to
have any claim in respect of the guarantors and would be creditors solely of the
Company.  In  such  event,  the  claims of holders of Exchange Notes against the
guarantors  would  be  subject  to  the  prior  payment  of  all liabilities and
preferred  stock claims of the guarantors. There can be no assurance that, after
providing  for  all  prior  claims  and preferred stock interests, if any, there
would  be  sufficient  assets to satisfy the claims of holders of Exchange Notes
relating  to  any  voided  portions  of  the  Guarantees.


THL  CONTROLS  THE COMPANY AND MAY HAVE INTERESTS THAT DIVERGE FROM THOSE OF THE
HOLDERS  OF  THE EXCHANGE NOTES.  THL owns approximately 90.1% of the issued and
outstanding  Common Stock. Accordingly, THL controls the Company and has elected
a  majority  of  its directors, appointed new management and approved any action
requiring  the  approval  of  the  holders  of  Common Stock, including adopting
amendments  to  the  Company's  charter  and  approving  mergers  or  sales  of
substantially all of the Company's assets. The directors elected by THL have the
authority  to  make  decisions  affecting  the capital structure of the Company,
including  the issuance of additional capital stock, the implementation of stock
repurchase  programs and the declaration of dividends. There can be no assurance
that  the  interests  of THL does or will not conflict with the interests of the
holders  of  the  Exchange  Notes.  See  "Certain  Relationships  and  Related
Transactions."

                                       41
<PAGE>

THE  COMPANY  DEPENDS  ON  THE  ABILITY AND EXPERIENCE OF CERTAIN MEMBERS OF ITS
MANAGEMENT  TEAM  AND  THEIR  DEPARTURE MAY HURT ITS FINANCIAL PERFORMANCE.  The
Company relies on the skills of certain members of its senior management team to
guide  operations,  the  loss  of  which  could  have  an  adverse effect on its
operations.  Furthermore,  the members of its senior management team, other than
Mr.  McComas,  have  annual  employment  agreements  with  the  Company  that
automatically  renew  unless either party gives thirty day notice.  Accordingly,
key  executives  may  not  continue to work for the Company, and it may not have
adequate time to hire qualified replacements which could have a material adverse
effect  on  the  Company.

THE  EXCHANGE  NOTES  ARE  NOT PUBLICLY TRADED AND THEREFORE MAY NOT BE A LIQUID
INVESTMENT.  There is no existing market for the Exchange Notes and there can be
no  assurances  as  to  the  liquidity  of  any markets that may develop for the
Exchange  Notes,  the  ability  of  holders  of the Exchange Notes to sell their
Exchange  Notes,  or  the  price  at  which  holders would be able to sell their
Exchange  Notes. Future trading prices of the Exchange Notes will depend on many
factors,  including among other things, prevailing interest rates, the Company's
operating  results  and  the  market  for  similar  securities.

ADVERSE  CHANGES  IN  ECONOMIC  CONDITIONS GENERALLY OR IN THE COMPANY'S MARKETS
COULD  REDUCE  DEMAND FOR ITS PRODUCTS AND SERVICES WHICH WOULD ADVERSELY AFFECT
ITS  RESULTS OF OPERATIONS.  The optical retail industry is cyclical.  Downturns
in  general  economic  conditions  or  uncertainties  regarding  future economic
prospects,  which affect consumer disposable income, have historically adversely
affected  consumer  spending  habits  in  the  company's  principal  markets.
Therefore,  future  economic  downturns  or  uncertainties could have a material
adverse  effect  on  the company's business, results of operations and financial
condition.

     The  optical  retail  industry is also subject to rapidly changing consumer
preferences.  While  eyewear  has  achieved  widespread  acceptance as a fashion
accessory,  leading  to  overall  growth in the company's sales, there can be no
assurance  that  this  growth  will  continue  or that consumer preferences will
change in a manner which will adversely affect the Company or the optical retail
industry  as  a  whole.

IF  THE  COMPANY DOES NOT COMPETE SUCCESSFULLY IN THE COMPETITIVE OPTICAL RETAIL
INDUSTRY,  ITS  BUSINESS  AND  REVENUES  MAY BE ADVERSELY AFFECTED.  The optical
retail  market is highly competitive and is continuing to undergo consolidation.
The  Company  competes  directly  with  national,  regional  and local retailers
located  in  its  markets  within  the  U.S.  Many potential competitors for the
company's  products and services have, and some potential competitors are likely
to  enjoy,  substantial  competitive  advantages,  including  the  following:

-    greater  name  recognition;

-    greater  financial,  technical,  marketing  and  other  resources;

-    more  extensive  knowledge of the optical retail business and industry; and

-    well-established  relationships with a larger base of current and potential
     customers  and  suppliers.

                                       42
<PAGE>

     For  example,  at  times  when  the  Company's  major  competitors  offer
significantly  lower prices for their products, the Company is often required to
do  the  same.  Certain of its major competitors offer promotional incentives to
their  customers including free eye exams, "50% Off" on designer frames and "Buy
One,  Get  One  Free" eye care promotions.  In response to these promotions, the
Company  has  offered  the  same  or  similar incentives to its customers.  This
practice  has resulted in lower profit margins and these competitive promotional
incentives  may further reduce revenues, gross margins and cash flows.  Although
the  Company  believes  that  it  provides  quality  service  and  products  at
competitive  prices,  several  of  the  other  large  retail optical chains have
greater financial resources than the Company.  Therefore, the Company may not be
able  to  continue to deliver cost efficient products in the event of aggressive
pricing  by  its  competitors,  which would adversely affect profit margins, net
income  and  cash  flow.

     The  Company  may  also  encounter increased competition in the future from
industry consolidation and from new competitors that enter its market. Increased
competition  could  result  in  lower  sales  or  downward price pressure on its
products  and  services,  which  may  adversely  affect the company's results of
operations.


ITEM  7A.     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.

INTEREST  RATE  RISK

     The  Company's  primary  market  risk  exposure is interest rate risk, with
specific  vulnerability  to  changes  in  LIBOR. As of December 27, 2003, $136.5
million  of  the  Company's  long-term  debt  bore  interest  at variable rates.
Accordingly,  the Company's net income is affected by changes in interest rates.
Assuming  a  two  hundred  basis  point change in the 2003 average interest rate
under  the  $136.5  million  in  borrowings, the Company's 2003 interest expense
would  have  changed  approximately  $2.7  million.

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

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  financial  statements  and  supplementary  data  are set forth in this
annual  report  on  Form  10-K  commencing  on  page  F-1.

                                       43
<PAGE>

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

             None.

ITEM  9A.  CONTROLS  AND  PROCEDURES

     The  Company  has  established  and  maintains  disclosure  controls  and
procedures that are designed to ensure that material information relating to the
Company  and  its  subsidiaries  required to be disclosed in the reports that it
files  or  submits  under  the  Securities and Exchange Act of 1934 is recorded,
processed,  summarized,  and  reported  within the time periods specified in the
Securities  and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive  Officer  and  Chief Financial Officer, as appropriate to allow timely
decisions  regarding required disclosure. As of the end of the period covered by
this annual report, the Company carried out an evaluation, under the supervision
and  with the participation of management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
disclosure controls and procedures. Based on that evaluation of these disclosure
controls and procedures, the Chief Executive Officer and Chief Financial Officer
concluded  that  the Company's disclosure controls and procedures were effective
as  of  the  date  of  such  evaluation.

     The Chief Executive Officer and Chief Financial Officer have also concluded
that  there were no significant changes in the Company's internal controls or in
other  factors  that could significantly affect the internal controls subsequent
to  the date that the Company completed its evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                       44
<PAGE>
PART  III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  table  below sets forth the names, ages and positions of the executive
officers  and  directors  of  the  Company.

<TABLE>

<CAPTION>


<S>                                         <C>  <C>
NAME . . . . . . . . . . . . . . . . . . .  AGE  POSITION
------                                      ---  --------

David E. McComas . . . . . . . . . . . . .   61  President, Chief Executive Officer and Chairman
George E. Gebhardt . . . . . . . . . . . .   53  Executive Vice President of Merchandising, Marketing and
                                                 Real Estate/Construction
Alan E. Wiley. . . . . . . . . . . . . . .   56  Executive Vice President, Chief Financial Officer, President of Managed
                                                 Vision Care, Secretary and Treasurer
Diana Beaufils . . . . . . . . . . . . . .   50  Senior Vice President of Store Operations
Raymond D. Carrig, Jr. . . . . . . . . . .   50  Senior Vice President of Store Operations
James J. Denny . . . . . . . . . . . . . .   59  Senior Vice President of Store Operations
Daniel C. Walker, III. . . . . . . . . . .   46  Senior Vice President of Store Operations
Robert T. Cox. . . . . . . . . . . . . . .   38  Vice President of Human Resources
Bernard W. Andrews . . . . . . . . . . . .   62  Director
Charles A. Brizius . . . . . . . . . . . .   35  Director
Anthony J. DiNovi. . . . . . . . . . . . .   41  Director
Norman S. Matthews . . . . . . . . . . . .   70  Director
Warren C. Smith, Jr. . . . . . . . . . . .   47  Director
Antoine G. Treuille. . . . . . . . . . . .   54  Director
</TABLE>


<TABLE>

     Directors  of  the  Company are elected at the annual shareholders' meeting
and  hold  office  until  their  successors have been elected and qualified. The
officers  of  the  Company  are chosen by the Board of Directors and hold office
until  they  resign  or  are  removed  by  the  Board  of  Directors.

     David E. McComas has served as the President and Chief Executive Officer of
the  Company  since July 2001 and as Chairman since January 2004. From July 1998
to July 2001, Mr. McComas served as the President and Chief Operating Officer of
the  Company. Prior to joining the Company in July 1998, Mr. McComas was Western
Region  President  and  Corporate Vice President, Circuit City Stores, Inc., and
was responsible for ten Western States and Hawaii since 1994. Prior to 1994, Mr.
McComas  was  General  Manager of Circuit City Stores, Inc. Mr. McComas has over
thirty  years of store management experience including positions with Montgomery
Ward  Holding  Corporation  and Sears, Roebuck & Co. Since 1996, Mr. McComas has
served  as  a  Director  of  West  Marine,  Inc.

     George  E. Gebhardt has served as the Company's Executive Vice President of
Merchandising,  since  September  1996  when  the  Company  acquired  his former
employer,  Visionworks,  Inc.  He  assumed the responsibilities of the Company's
Marketing  in June 1998 and Real Estate/Construction in April 2002. Mr. Gebhardt
was  with  Visionworks  from  February 1994 to September 1996 serving in various
positions,  most  recently Senior Vice

                                       45
<PAGE>

President of Merchandising and Marketing. Prior to that, Mr. Gebhardt spent over
thirteen  years  with  Eckerd  Corporation  in  various  operational  positions
including  Senior  Vice  President,  General Manager of Eckerd Vision Group. Mr.
Gebhardt  also spent seven years working for Procter & Gamble serving in various
positions  including  Unit Sales Manager of Procter & Gamble's Health and Beauty
Care  Division.

     Alan  E.  Wiley  has served as Executive Vice President and Chief Financial
Officer  of  the  Company since November 1998 and as President of Managed Vision
Care,  Inc.  since July 2001. From 1992 until November 1998, Mr. Wiley served as
the  Senior  Executive  Vice  President,  Secretary,  Chief  Financial  and
Administrative Officer and a Director of The Cato Corporation. From 1981 through
1990,  Mr. Wiley held senior administrative and financial positions with British
American  Tobacco,  U.S., in various companies of the specialty retail division.

     Diana  Beaufils  has  served as a Senior Vice President of Store Operations
since  September 1998, overseeing the management of approximately one-quarter of
the  Company's  stores.  From  October 1993 to September 1998, Ms. Beaufils held
various progressive operations positions culminating in Assistant Vice President
with Circuit City Stores, Inc.  Prior to October 1993, Ms. Beaufils held several
operations  positions  with  Montgomery  Ward  Holding  Corporation.

     Raymond  D.  Carrig,  Jr.  has  served  as a Senior Vice President of Store
Operations since October 1998 when the Company acquired the assets of his former
employer,  Dr.  Bizer's  VisionWorld,  PLLC  ("VisionWorld").  He  oversees  the
management  of  approximately one-quarter of the Company's stores.  From January
1985  to  the  Company's  acquisition of VisionWorld in October 1998, Mr. Carrig
held  various  progressive operations positions and obtained his Master Optician
certification.

     James  J.  Denny  has served as a Senior Vice President of Store Operations
since  August 2003 overseeing the management of approximately one-quarter of the
Company's  stores.  From  June 1967 to March 1992 and again from January 1994 to
December  2002,  Mr.  Denny  held  various  progressive  operations  positions
culminating  in  President  of  Sears  Puerto Rico with Sears Roebuck & Co. From
March  1993 to January 1994 Mr. Denny served as Region Manager with Circuit City
Stores,  Inc.

     Daniel  C.  Walker,  III  has  served  as  a Senior Vice President of Store
Operations  since  June  2000,  overseeing  the  management  of  approximately
one-quarter  of the Company's stores.  From July 1998 to June 2000, he served as
Vice  President  of Store Operations, overseeing the corporate office management
of  field  operations.  From 1992 to June 2000, Mr. Walker served in progressive
operations  positions  culminating  in  Division General Operations Manager with
Circuit  City  Stores,  Inc.

     Robert  T.  Cox  has  served as the Vice President of Human Resources since
April  2002.  From  January  1999  through  April  2002,  Mr.  Cox served as the
Division  Human  Resource Manager for The Home Depot in the Phoenix, Arizona and
surrounding  markets.  From  December  1987  through December 1998, Mr. Cox held
several  human  resources  positions  to include Regional

                                       46
<PAGE>

Human Resource Manager with Western Auto Supply Co. (a division of Sears Roebuck
&  Co.).  Mr.  Cox  has  over  twenty  years  of  retail  experience.

     Bernard  W. Andrews retired as Chief Executive Officer in July 2001, served
as  the  Company's  Chairman  of the Board until January 2004, a position he had
held  since  the  consummation  of  the  Recapitalization,  and  now serves as a
Director  of  the Company.  Mr. Andrews joined the Company as Director and Chief
Executive  Officer  in March 1996.  From January 1994 to April 1995, Mr. Andrews
was  President  and  Chief Operating Officer as well as a Director of Montgomery
Ward-Retail.  He  was an Executive Vice President and a Director of Circuit City
Stores,  Inc.,  from  October  1990  to  January  1994.  Mr.  Andrews  was  with
Montgomery  Ward-Retail  from  October  1983  to  May  1990,  serving  as
President-Hardlines,  Executive Vice President-Marketing and Vice President-Home
Fashions.  Prior  to  1983, Mr. Andrews spent twenty years with Sears, Roebuck &
Co.  in  a  number  of  merchandising,  marketing  and  operating  positions.

     Charles  A.  Brizius  has  served  as  a  Director of the Company since the
consummation  of  the  Recapitalization.  Mr.  Brizius  worked  at Thomas H. Lee
Company  from  1993 to 1995, rejoined in 1997 and currently serves as a Managing
Director.  Mr.  Brizius  is a Member of THL Equity Advisors IV, LLC, the general
partner  of  Thomas  H.  Lee  Equity Fund IV, LP. From 1991 to 1993, Mr. Brizius
worked at Morgan Stanley & Co. Incorporated in the Corporate Finance Department.
Mr.  Brizius  is  a member of the Board of Directors of TransWestern Publishing,
L.P.,  United  Industries  Corporation  and  Big  V  Supermarkets,  Inc.

     Anthony  J.  DiNovi  has  served  as  a  Director  of the Company since the
consummation  of the Recapitalization. Mr. DiNovi has been employed by Thomas H.
Lee  Company  since 1988 and currently serves as a Managing Director. Mr. DiNovi
is  a  Managing  Director and Member of THL Equity Advisors IV, LLC, the general
partner of Thomas H. Lee Equity Fund IV, LP. Mr. DiNovi is a member of the Board
of  Directors  of  Fisher  Scientific  International,  Inc.,  Fair  Point
Communications,  Inc.,  US  LEC  Corporation,  Vertis,  Inc. and various private
companies.

     Norman  S.  Matthews  has served as a Director of the Company since October
1993  and  served  as Chairman from December 1996 to April 1998. Mr. Matthews is
Chairman  of  the  Executive Committee of the Company's Board of Directors. From
1988  to the present, Mr. Matthews has been an independent retail consultant and
venture  capitalist.  Mr.  Matthews was President of Federated Department Stores
from  1987  to  1988,  and  served as Vice Chairman from 1983 to 1987. He is the
Chairman  of  Galyan's Trading Company and a member of the Board of Directors of
Finlay  Enterprises, Inc., Toys "R" Us, Inc., Henry Schein, Inc, The Progressive
Corporation  and  Sunoco,  Inc.

     Warren  C.  Smith,  Jr.,  has served as a Director of the Company since the
consummation  of  the Recapitalization. Mr. Smith has been employed by Thomas H.
Lee Company since 1990 and currently serves as a Managing Director. Mr. Smith is
a  Managing  Director  and  Member  of  THL Equity Advisors IV, LLC, the general
partner  of  Thomas H. Lee Equity Fund IV, LP. Mr. Smith is also a member of the
Board  of  Directors  of  Rayovac  Corporation  and  Finlay  Enterprises,  Inc.

                                       47
<PAGE>

     Antoine  G.  Treuille has served as a Director of the Company since October
1993.  In  1999,  Mr.  Treuille  became  Managing Director of Mercantile Capital
Partners,  a  private  equity  investment  fund.  Mr.  Treuille  has  served  as
President  of  Charter  Pacific Corp. since May 1996. He was previously Managing
Director  of  Financo,  Inc.,  an  investment  bank, from March 1998 until 1999.
Prior  to  his current position, Mr. Treuille served as Senior Vice President of
Desai  Capital  Management  Inc. From September 1985 to April 1992, he served as
Executive  Vice  President  with  the  investment firm of Entrecanales, Inc. Mr.
Treuille  is  also  a  member  of  the  Board  of Directors of ERAMET and Harris
Interactive.

CODE  OF  ETHICS

     The  Company  has adopted a Business Conduct and Ethics Policy which covers
its  directors,  officers  (including its principal executive officer, principal
financial  officer  and  principal  accounting  officer)  and  employees.

     Security holders may request a free copy of the Business Conduct and Ethics
Policy  from:

                    Eye  Care  Centers  of  America,  Inc.
                    11103  West  Avenue
                    San  Antonio,  TX  78213

                                       48
<PAGE>

ITEM  11.  EXECUTIVE  COMPENSATION

     The  following  table  sets  forth  certain  information  concerning  the
compensation  paid  during the last three years to the Company's Chief Executive
Officer and the four other most highly compensated executive officers serving as
executive  officers  at the end of fiscal 2003 (the "Named Executive Officers").

<CAPTION>

                                        SUMMARY COMPENSATION TABLE


<S>                                   <C>           <C>            <C>            <C>     <C>         <C>
                                                                                        LONG-TERM
                                                                                       COMPENSATION
                                                   ANNUAL                              -------------
                                                COMPENSATION                               AWARDS
                                      -------------------------------------------------------------
                                                                          OTHER ANNUAL  SECURITIES   ALL OTHER
                                                                          COMPENSATION  UNDERLYING  COMPENSATION
NAME AND PRINCIPAL POSITION. . . . .      YEAR     SALARY($)(A)  BONUS($)(B)   ($)(C)   OPTIONS(#)     ($)
------------------------------------  ---------  -------------  -------------  ------  ----------      ---

David E. McComas . . . . . . . . . .       2003        549,039        144,000       -           -        -
   President and Chief . . . . . . .       2002        474,038        650,000       -     233,000        -
   Executive Officer . . . . . . . .       2001        399,109        112,500       -           -        -

Alan E. Wiley. . . . . . . . . . . .       2003        297,362         50,000       -           -        -
   Executive Vice President, . . . .       2002        287,692        319,000       -      71,500        -
   Chief Financial Officer,. . . . .       2001        258,038         68,750       -           -        -
   President of Managed Vision Care,
   Secretary and Treasurer

George E. Gebhardt . . . . . . . . .       2003        280,615         60,000       -           -        -
   Executive Vice President of . . .       2002        237,692        264,000       -      56,500        -
   Merchandising, Marketing and. . .       2001        223,692         25,000       -           -        -
   Construction/Real Estate

Diana Beaufils . . . . . . . . . . .       2003        210,204              -       -           -        -
   Senior Vice President of. . . . .       2002        203,769        118,900       -      28,000        -
   Store Operations. . . . . . . . .       2001        195,923         25,000       -           -        -

Daniel C. Walker, III. . . . . . . .       2003        206,346         50,000       -           -        -
   Senior Vice President of. . . . .       2002        199,539        260,000       -      29,000        -
   Store Operations. . . . . . . . .       2001        170,923         25,000       -           -        -


(a)  Represents  annual salary, including any compensation deferred by the Named
     Executive  Officer  pursuant  to  the Company's 401(k) defined contribution
     plan.
(b)  Represents  annual  bonus  earned  by  the  Named Executive Officer for the
     relevant  fiscal  year.
(c)  The dollar value of the perquisites and other personal benefits, securities
     or  property paid to each Named Executive Officer did not exceed the lesser
     of $50,000 or 10% of reported annual salary and bonus received by the Named
     Executive  Officer.

</TABLE>

                                       49
<PAGE>

     STOCK  OPTION  GRANTS.  The  Named Executive Officers have not been granted
any  options  or  SARs  in  fiscal  2003.

     STOCK  OPTION  EXERCISES AND HOLDINGS TABLE. The following table sets forth
information  with respect to the Named Executive Officers concerning unexercised
options held as of December 27, 2003. The Named Executive Officers have not been
granted  any  SARs.


<TABLE>
<CAPTION>

        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES


<S>                   <C>           <C>        <C>                <C>
... . . . . . . . . .             .          .  NUMBER OF
... . . . . . . . . .             .          .  SECURITIES            VALUE OF
... . . . . . . . . .             .          .  UNDERLYING            UNEXERCISED
... . . . . . . . . .             .          .  UNEXERCISED           IN-THE-MONEY
... . . . . . . . . .             .          .  OPTIONS AT            OPTIONS AT
... . . . . . . . . .                           FY-END (#)            FY-END ($)
                      SHARES         VALUE     -----------------  ---------------------
... . . . . . . . . .  ACQUIRED ON   REALIZED   EXERCISABLE/          EXERCISABLE/
NAME . . . . . . . .  EXERCISE (#)    ($)      UNEXERCISABLE         UNEXERCISABLE
--------------------  ------------  ---------  -----------------  ---------------------

David E. McComas . .             .          .   133,300 / 99,700  $ 1,349,157/ $900,413

Alan E. Wiley. . . .             .          .    39,650 / 31,850  $  398,639 / $266,247

George E. Gebhardt .             .          .    23,150 / 33,350  $  230,009 / $281,577

Diana Beaufils . . .             .          .    15,300 / 12,700  $  153,327 / $102,443

Daniel C. Walker III             .          .    15,400 / 13,600  $  153,336 / $102,524

</TABLE>

There  is currently no market for the Company's Common Stock.  A value of $15.13
per  share  was  determined  by  the  Board  of  Directors.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Board  of  Directors  has  an  Executive  Committee of which Norman S.
Matthews  is  chairman  and  Anthony  DiNovi  and  Warren  Smith  are  members.

     The Board of Directors has a Compensation Committee currently consisting of
Messrs.  Matthews,  DiNovi  and  Smith.  The  Compensation  Committee  makes
recommendations  concerning the salaries and incentive compensation of employees
and  consultants  to  the  Company.

     The  Board  of  Directors  has  an  Audit Committee currently consisting of
Messrs.  DiNovi, Smith, Treuille and Brizius. The Audit Committee is responsible
for reviewing the results and scope of audits and other services provided by the
Company's  independent auditors.  The Company's Audit Committee does not have an
audit  committee  financial  expert,  however  the  Company  feels the committee
members'  combined  financial  and  retail  industry knowledge is adequate.  See
"Item  14.  Principal  Accounting  Fees  and  Services"  for discussion of audit
committee  oversight  of  independent  auditors.

                                       50
<PAGE>

DIRECTOR  COMPENSATION

     In  connection  with  the Recapitalization, the Company and THL Co. entered
into  a  management  agreement  as  of  the closing date of the Recapitalization
pursuant  to which THL Co. receives, among other things, $500,000 per year, plus
expenses  for  management and other consulting services provided to the Company.
The management agreement has been amended to reduce the fee to $250,000, subject
to  certain  increases  depending  upon  the  Company achieving certain leverage
ratios.  See  "Item  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS."

     The  Company  has  entered  into  a  consulting  agreement  with  Norman S.
Matthews, which provides for the payment of an annual consulting fee of $50,000.
Concurrently  with  the  closing  of the Recapitalization, Mr. Matthews was also
granted  an  option  to  purchase  110,000 shares of the Company's Common Stock,
subject  to  a  vesting  schedule which will be one-half time based and one-half
performance based, at an exercise price equal to approximately $10.41 per share,
the  same  price  paid  by  THL  in  connection with the Recapitalization. These
options  were  cancelled  in connection with the Cancellation Agreements in 2001
and  111,412 replacement options were issued on January 8, 2002. The replacement
options  are at an exercise price of $5.00 per share and vest 50% on the date of
grant,  and  an  additional  25%  will  vest  on  each  of  the first and second
anniversary  of  the  date  of  grant.

     Antoine  Treuille  receives $10,000 per year for his services. Mr. Treuille
received  5,000  options  in  1998,  1999 and 2000, respectively, at an exercise
price of $10.41, $10.41 and $12.85 per share, respectively, subject to a vesting
schedule  of  equal  amounts  over  four  years. These options were cancelled in
connection  with  the  Cancellation  Agreements  in  2001 and 15,000 replacement
options  were issued in January 2002. The replacement options are at an exercise
price  of  $5.00  per share and vest 50% on the date of grant, and an additional
25%  will vest on each of the first and second anniversary of the date of grant.
Subsequent  to  the  January  8,  2002  reissuance,  Mr.  Treuille  received two
additional  grants  of  5,000  options  that  are subject to a four year vesting
schedule  and  are  at  an  exercise  price  of  $15.13  per  share.

     As  of  the closing of the Recapitalization, Bernard Andrews purchased $1.0
million  of  Common Stock at the same price that THL paid in connection with the
Recapitalization.  Mr.  Andrews paid for these shares by delivering a promissory
note  with  an  original  purchase  amount  of  $1.0 million, which shall accrue
interest  at  a  fixed  rate  equal to the Company's initial borrowing rate. The
repayment  of  such  note is secured by Mr. Andrews' shares of Common Stock. Mr.
Andrews received 281,275 options with the January 8, 2002 option reissuance. The
options  are  subject  to  a  three year vesting schedule and are at an exercise
price  of  $5.00  per  share. Mr. Andrews' employment contract was terminated in
July  2002  and  under  the  termination contract he continues to receive annual
employment  compensation  of  $100,000.

     Except  with respect to the consulting fee paid to Mr. Matthews, the annual
payments  paid  to  Mr. Treuille and Mr. Andrews, and the management fee paid to
THL  Co.,  during  fiscal 2003 none of the directors of the Company received any
compensation  for  their  services  as  directors  of  the  Company.

                                       51
<PAGE>

EMPLOYMENT  AGREEMENTS

     Mr.  McComas  entered  into  an  employment  agreement  with  the  Company,
effective  July  2, 2001, which provides for his employment with the Company for
an  initial  term  of two years and thereafter renewing for consecutive one year
terms  unless  terminated  by  either  party.  Mr. McComas is entitled to a base
salary  of  $550,000 during fiscal 2003 and $600,000 in fiscal 2004. Mr. McComas
will  be eligible to receive an annual performance bonus upon the achievement by
the  Company  of  certain  EBITDA targets as determined from year to year by the
Board  of  Directors.

     Mr.  McComas  is  entitled  to  receive  severance  of his base salary upon
termination  by  the  Company  without  cause,  as defined within the employment
agreement.  Severance shall be paid over twenty-four months. Mr. McComas is also
subject  to  a  standard  restrictive  covenants  agreement  (including
non-competition, non-solicitation, and non-disclosure covenants) during the term
of  his  employment  and  for a period of one year following termination for any
reason.

     Mr.  McComas  received  non-qualified options to purchase 220,000 shares of
Common  Stock at an exercise price of $5.00 per share on January 8, 2002.  These
options  vest  over  a  three  year  period.  Subsequent  to the January 8, 2002
reissuance,  Mr.  McComas  received additional options to purchase 43,000 shares
that are subject to a four year vesting schedule and are at an exercise price of
$15.13  per  share.

     The  remaining  executive  officers  are  each subject to annual employment
agreements  that  automatically  renew  unless  either  party  gives thirty days
notice.  Each  executive  officer  is  eligible  to participate in the Company's
Incentive Plan for Key Management, whereby they may receive a certain percentage
of  their  base  compensation  upon  the achievement of certain EBITDA levels as
determined  by  the  Board  of  Directors.

     Upon termination by the Company without cause, as defined in the employment
agreement,  the  executive  officers  are eligible for a range of nine to twelve
months  of  severance.  The  employment  agreements  also  contain  standard
restrictive  covenants  such  as  non-competition,  non-solicitation  and
non-disclosure  during  the  term  of  employment  and for a period of two years
following  termination  for  any  reason.

STOCK  OPTION  PLAN

     The  Company  has  granted  stock  options  to  certain  officers under the
Company's  1998  stock  option  plan. On June 15, 2001, the Company entered into
Option  Cancellation  Agreements  (the  "Cancellation  Agreements") with certain
employees  and  directors  (the  "Optionees")  to cancel all outstanding options
which  were  granted under the Company's 1998 Stock Option Plan (the "Plan") due
to  changes  in  the  fair  market  value  of  the  Company's common stock.  The
Cancellation  Agreements provided that a new grant would be made no earlier than
six  months  and  a day after the cancellation of the options and such grant was
made  on  January  8, 2002.  As of March 15, 2004, options to purchase 1,025,775
shares  of  Common  Stock  were outstanding. Of the outstanding options, 775,775
were  options  issued  in  relation  to the Cancellation Agreements.

                                       52
<PAGE>

Subject  to  acceleration under certain circumstances, these options vest over a
three-year  period  with  40% vesting on the date of grant and an additional 20%
vesting  on  each  of  the  first, second and third anniversaries of the date of
grant.  The  remaining  250,000  outstanding  options were granted in the normal
course  of  business  under  the  Company's  1998  stock option plan. Subject to
acceleration  under  certain  circumstances, these options vest over a four-year
period  with  10%,  15%, 25% and 50% vesting on each of the anniversaries of the
date  of  grant.  The  per  option  exercise  price ranges from $5.00 to $15.13.
Generally,  all  unvested  options  will  be  forfeited  upon  termination  of
employment.

     COMPENSATION  COMMITTEE  INTERLOCKS AND INSIDER PARTICIPATION. During 2003,
the Compensation Committee consisted of Messrs. Matthews, DiNovi and Smith, none
of  whom were an officer or employee of the Company.  See discussion under "ITEM
13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS."


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth information with respect to the anticipated
beneficial  ownership  of  shares  of  the  Common Stock as of March 15, 2004 by
persons  who  are beneficial owners of more than 5% of the Common Stock, by each
director,  by  each  executive  officer  of the Company and by all directors and
executive officers as a group, as determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All shares
of  the  Common  Stock  are  voting  stock.

                                       53
<PAGE>

<TABLE>
<CAPTION>


<S>                                                                        <C>           <C>
                                                                           SHARES OF      PERCENTAGE
NAME OF BENEFICIAL OWNER(A) . . . . . . . . . . . . . . . . . . . .  . .  COMMON STOCK     OF CLASS
-------------------------------------------------------------------------  ------------  -----------
Affiliates of THL Co.(b). . . . . . . . . . . . . . . . . . . . . . . . .     6,664,800        90.1%
Equity-Linked Investors-II (c). . . . . . . . . . . . . . . . . . . . . .       383,616         5.2
David E. McComas (f). . . . . . . . . . . . . . . . . . . . . . . . . . .       201,315           *
George E. Gebhardt (i). . . . . . . . . . . . . . . . . . . . . . . . . .        67,399           *
Alan E. Wiley (j) . . . . . . . . . . . . . . . . . . . . . . . . . . . .        62,256           *
Diana Beaufils (k). . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,300           *
Raymond D. Carrig, Jr. (l). . . . . . . . . . . . . . . . . . . . . . . .        20,300           *
James J. Denny (m). . . . . . . . . . . . . . . . . . . . . . . . . . . .             -           *
Daniel C. Walker, III (n) . . . . . . . . . . . . . . . . . . . . . . . .        20,400           *
Robert T. Cox (o) . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,700           *
Bernard W. Andrews (e). . . . . . . . . . . . . . . . . . . . . . . . . .       417,140         5.5
Charles A. Brizius (b). . . . . . . . . . . . . . . . . . . . . . . . . .     6,664,800        90.1
Anthony J. DiNovi (b) . . . . . . . . . . . . . . . . . . . . . . . . . .     6,664,800        90.1
Norman S. Matthews (g). . . . . . . . . . . . . . . . . . . . . . . . . .       131,104           *
Warren C. Smith (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,664,800        90.1
Antoine G. Treuille (h) . . . . . . . . . . . . . . . . . . . . . . . . .        22,778           *
All directors and executive officers of the Company as a group (11)(b)(d)     7,566,792        94.4
<FN>

*   Less  than  1%.
(a)  Beneficial  ownership  is  determined  in  accordance with the rules of the
     Securities and Exchange Commission and reflects general voting power and/or
     investment  power  with  respect  to  securities.
(b)  The  business  address  for such person(s) is c/o Thomas H. Lee Company, 75
     State  Street,  Suite  2600, Boston, Massachusetts 02109. Of the securities
     held  by  affiliates  of  Thomas  H. Lee Company, 5,664,330 are held by the
     Thomas  H.  Lee Equity Fund IV, L.P., 195,133 are held by the Thomas H. Lee
     Foreign Fund IV, L.P., 551,323 are held by Thomas H. Lee Foreign Fund IV-B,
     L.P.  and  254,014  are  held  by others. All such voting securities may be
     deemed to be beneficially owned by THL Equity Advisors IV, LLC ("Advisors")
     the  general  partner  of THL Fund IV, Thomas H. Lee, Messrs. DiNovi, Smith
     and  the other managing directors and by Mr. Brizius and the other officers
     of THL Co., in each case pursuant to the definition of beneficial ownership
     provided  in  footnote  (a).  Each  of  such  persons  disclaims beneficial
     ownership  of  such  shares.
(c)  Equity-Linked  Investors-II  is  an investment partnership managed by Desai
     Capital  Management  Incorporated.  The business address for such person is
     c/o  Desai  Capital Management, Incorporated, 540 Madison Avenue, New York,
     New  York  10022.
(d)  Includes  615,032 shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).
(e)  Includes  225,020 shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 56,255 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(f)  Includes  177,300 shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 85,700 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(g)  Includes  111,412 shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).
(h)  Includes  16,250  shares issuable pursuant to presently exercisable options
     (or those exercisable prior to May 1, 2004). Excludes 8,750 shares issuable
     pursuant  to  options  which  are not currently exercisable (or exercisable
     prior  to  May  1,  2004).
(i)  Includes  32,400  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 40,100 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(j)  Includes  52,650  shares issuable pursuant to presently exercisable options
     or those exercisable prior to May 1, 2004). Excludes 28,850 shares issuable
     pursuant  to  options  which  are not currently exercisable (or exercisable
     prior  to  May  1,  2004).
(k)  Includes  20,300  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 12,700 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(l)  Includes  20,300  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 12,700 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(m)  Excludes 30,000 shares issuable pursuant to options which are not currently
     exercisable  (or  exercisable  prior  to  May  1,  2004).
(n)  Includes  20,400  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 13,600 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
(o)  Includes  1,700  shares  issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2004).  Excludes 19,300 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2004).
</TABLE>

                                       54
<PAGE>


     The  following  table  summarizes  information,  as  of  December 27, 2003,
relating  to  the Company's equity compensation plan pursuant to which grants of
options, restricted stock, or other rights to acquire shares may be granted from
time  to  time.


<TABLE>
<CAPTION>


                                         (a)                  (b)                   (c)
<S>                               <C>                 <C>                  <C>
... . . . . . . . . . . . . . . .                   .                       .  Number of
... . . . . . . . . . . . . . . .                   .                    .  securities remaining
... . . . . . . . . . . . . . . .    Number of                           .     available for
... . . . . . . . . . . . . . . .  securities to be      Weighted-            future issuance
... . . . . . . . . . . . . . . .    issued upon       average exercise        under equity
... . . . . . . . . . . . . . . .    exercise of          price of             compensation
... . . . . . . . . . . . . . .   .  outstanding        outstanding           plans (excluding
... . . . . . . . . . . . . . . .  options, warrants   options, warrants     securities reflected
... . . . . . . . . . . . . . .    .  and rights          and rights            in column (a))
                                  ------------------  -------------------  ---------------------
PLAN CATEGORY

Equity compensation plans
approved by security holders . .             925,775  $              6.19                 87,065

Equity compensation plans
not approved by security holders                   -  $                 -                      -
                                  ------------------  -------------------  ---------------------

Total. . . . . . . . . . . . . .             925,775  $              6.19                 87,065

</TABLE>

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

MANAGEMENT  AGREEMENT

     The  Company  and  THL  Co.  entered  into a management agreement as of the
closing  date  of the Recapitalization (the "Management Agreement"), pursuant to
which  (i)  THL  Co.  received  a  financial  advisory  fee  of  $6.0 million in
connection  with structuring, negotiating and arranging the Recapitalization and
structuring, negotiating and arranging the debt financing and (ii) THL Co. would
receive  $500,000  per  year  plus  expenses for management and other consulting
services  provided  to  the  Company,  including  one  percent (1%) of the gross
purchase  price  for  acquisitions  for its participation in the negotiation and
consummation  of  any  such acquisition. As of December 31, 2000, the Management
Agreement  was amended to reduce the fees to $250,000 per year plus expenses for
management and other consulting services provided to the Company.  However, such
fee  may  be  increased  dependent  upon  the Company attaining certain leverage
ratios.  The  Management  Agreement  continues  unless  and  until terminated by
mutual  consent  of  the  parties  in  writing,  for so long as THL Co. provides
management  and  other  consulting services to the Company. The Company believes
that  the  terms  of the Management Agreement are comparable to those that would
have  been  obtained  from  unaffiliated  sources.

STOCKHOLDERS'  AGREEMENT

     The  Company  entered  into  a  Stockholders' Agreement (the "Stockholders'
Agreement")  among  THL  Co.  and the other shareholders of the Company upon the
consummation  of  the Recapitalization. Pursuant to the Stockholders' Agreement,
the  shareholders  are  required  to  vote

                                       55
<PAGE>

their  shares  of  capital stock of the Company to elect a Board of Directors of
the  Company  consisting  of  directors  designated by THL Co. The Stockholders'
Agreement  also  grants  THL  Co. the right to require the Company to effect the
registration  of shares of Common Stock it (or its affiliates) holds for sale to
the  public,  subject  to  certain  conditions  and  limitations. If the Company
proposes  to register any of its securities under the Securities Act of 1933, as
amended, whether for its own account or otherwise, the shareholders are entitled
to  notice of such registration and are entitled to include their shares in such
registration, subject to certain conditions and limitations. All fees, costs and
expenses  of  any registration effected on behalf of such shareholders under the
Stockholders' Agreement (other than underwriting discounts and commissions) will
be  paid  by  the  Company.

ITEM  14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

     Ernst  &  Young  LLP acts as the principal auditor for the Company and also
provides  certain  audit-related,  tax and other services.  Before Ernst & Young
and  all other outside accounting firms are engaged to render audit or non-audit
services to the Company, the engagement is approved by the Audit Committee.  The
fees  for the services provided by Ernst & Young to the Company in 2003 and 2002
were  as  follows:

-    Audit  Fees  were  $203,250  and  $191,350 for 2003 and 2002, respectively.
     Included in this category are fees for the annual financial statement audit
     and  quarterly  financial  statement  reviews.
-    Audit-Related  Fees  were  $16,200  and  $16,100  for  2003  and  2002,
     respectively.  The fees, which are for assurance and related services other
     than  those  included in Audit Fees, include charges for audits of employee
     benefit  plans  and  due  diligence.
-    Tax  Fees  were  $3,000  and $11,688 for 2003 and 2002, respectively. These
     fees  include  charges  for  tax return preparation and various federal and
     state  tax  research  projects.
-    There  were  no  other  fees  paid  during  either  2003  or  2002.

                                       56
<PAGE>

PART  IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K

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


<TABLE>
<CAPTION>


<C>  <S>                                                                                       <C>

                                                                                              Page
                                                                                            of 10-K
                                                                                            -------
 1.    FINANCIAL STATEMENTS

     Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2

     Consolidated Balance Sheets at December 28, 2002 and December 27, 2003 . . . . . . . . .  F-3

     Consolidated Statements of Operations for the Years Ended December 29, 2001,
     December 28, 2002 and December 27, 2003. . . . . . . . . . . . . . . . . . . . . . . . .  F-4

     Consolidated Statements of Shareholders' Deficit as of December 29, 2001,
     December 28, 2002 and December 27, 2003. . . . . . . . . . . . . . . . . . . . . . . . .  F-5

     Consolidated Statements of Cash Flows for the Years ended December 29, 2001,
     December 28, 2002 and December 27, 2003. . . . . . . . . . . . . . . . . . . . . . . . .  F-6

     Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . .  F-7

 2.    FINANCIAL STATEMENT SCHEDULES

     Schedule II Consolidated Valuation and Qualifying Accounts For the Years Ended
     December 29, 2001, December 28, 2002 and December 27, 2003 . . . . . . . . . . . . . . .  F-34

 3.    EXHIBITS

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)

</TABLE>

                                       57
<PAGE>

<TABLE>
<CAPTION>


<C>   <S>

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

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

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

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

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

2.11 Agreement  Regarding  Strategic  Alliance.  (d)

2.12 Fiscal  2002  Incentive  Plan  for  Key  Management.  (n)  *

2.13 Fiscal  2003  Incentive  Plan  for  Key  Management.  (p)  *

2.14 Fiscal  2004  Incentive  Plan  for  Key  Management.  (t)  *

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.  (n)

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 Form  of  Stockholders's  Agreement dated as of April 24, 1998 by and among
     Eye Care Center's of America, Inc. and the shareholders listed therein. (a)

10.2 1998  Stock  Option  Plan.  (a)  *

</TABLE>

                                       58
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

10.3 Employment  Agreement dated July 2, 2001 by and between Eye Care Centers of
     America,  Inc.  and  David  E.  McComas.  (k)  *

10.4 Stock  Option  Agreement dated July 2, 2001 by and between Eye Care Centers
     of  America,  Inc.  and  Alan  E.  Wiley.  (k)  *

10.5 Employment  Agreement  dated  January  1,  2003 between Eye Care Centers of
     America,  Inc.  and  George  Gebhardt.  (p)  *

10.6 Management  Agreement, dated as of April 24, 1998, by and between Thomas H.
     Lee  Company  and  Eye  Care  Centers  of  America,  Inc.  (a)

10.7 Retail  Business  Management  Agreement,  dated  September 30, 1997, by and
     between  Dr.  Samit's  Hour Eyes Optometrist, P.C., a Virginia professional
     corporation, and Visionary Retail Management, Inc., a Delaware corporation.
     !  (a)  Amendment  No. 1 to the Retail Business Management Agreement, dated
     June  2000,  by  and between Hour Eyes Doctors of Optometry, P.C., formerly
     known  as  Dr.  Samit's  Hour  Eyes Optometrist, P.C., and Visionary Retail
     Management,  Inc.  (j)

10.8 Professional Business Management Agreement dated September 30, 1997, by and
     between  Dr.  Samit's Hour Eyes Optometrists, P.C., a Virginia professional
     corporation,  and  Visionary  MSO,  Inc.,  a  Delaware  corporation.  ! (a)
     Amendment  No.  1  to the Professional Business Management Agreement, dated
     June  2000,  by  and between Hour Eyes Doctors of Optometry, P.C., formerly
     known  as  Dr. Samit's Hour Eyes Optometrist, P.C., and Visionary MSO, Inc.
     (j)

10.9 Contract  for  Purchase and Sale dated May 29, 1997 by and between Eye Care
     Centers  of  America,  Inc.  and  JDB  Real  Properties,  Inc.  (a)

10.10  Contract for Purchase and Sale dated May 29, 1997 by and between Eye Care
      Centers  of  America,  Inc.  and  JDB  Real  Properties,  Inc.  (a)

10.11  Amendment  to  Contract  for  Purchase  and Sale dated July3, 1997 by and
     between Eye Care Centers of America, Inc. and JDB Real Properties, Inc. (a)

10.12  Second  Amendment to Contract for Purchase and Sale dated July10, 1997 by
     and between Eye Care Centers of America, Inc. and JDB Real Properties, Inc.
     (a)

10.13  Third Amendment to Contract for Purchase and Sale by and between Eye Care
     Centers  of America, Inc., John D. Byram, Dallas Mini #262. Ltd. and Dallas
     Mini  #343,  Ltd.  (a)

10.14  Commercial  Lease  Agreement  dated August19, 1997 by and between John D.
     Byram,  Dallas  Mini  #262,  Ltd.  and  Dallas Mini #343, Ltd. and Eye Care
     Centers  of  America,  Inc.  (a)

</TABLE>

                                       59
<PAGE>

<TABLE>
<CAPTION>

<C>           <S>

10.15  Master  Lease  Agreement,  dated  August 12, 1997, by and between Pacific
     Financial  Company and Eye Care Centers of America, Inc., together with all
     amendments,  riders  and  schedules  thereto.  (a)

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

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

10.18  Purchase  Agreement,  dated  as  of April 24, 1998, by and among Eye Care
     Centers  of America, Inc., the subsidiaries of Eye Care Centers of America,
     Inc.  named therein, BT Alex. Brown Incorporated and Merrill Lynch, Pierce,
     Fenner  &  Smith  Incorporated.  (a)

10.19  Secured  Promissory  Note,  dated  April  24,  1998, issued by Bernard W.
     Andrews  in  favor  of  Eye  Care  Centers  of  America,  Inc.  (a)

10.20  Form  of  Stock  Option Cancellation Agreement dated June 15, 2001 by and
     between  Eye  Care  Centers  of  America,  Inc.,  and the employees granted
     options  under  the  Company's 1998  Stock  Option  Plan.  (k)

10.21  Form  of  Stock  Option Cancellation Agreement dated June 15, 2001 by and
     between  Eye  Care  Centers  of  America,  Inc., and the board of directors
     granted  options  under  the  Company's 1998  Stock  Option  Plan.  (k)

10.22 Retail Business Management Agreement, dated October 1, 1998 by and between
     Visionary  Retail  Management,  Inc.,  a Delaware corporation, and Dr. Mark
     Lynn & Associates, PLLC, a Kentucky professional limited liability company.
     !  (b)  Amendment  to  Retail  Business Management Agreement by and between
     Visionary  Retail  Management,  Inc.  and  Dr. Mark Lynn & Associates, PLLC
     dated  June  1, 1999. (j) Amendment to Retail Business Management Agreement
     by  and  between  Visionary  Retail  Management,  Inc.  and Dr. Mark Lynn &
     Associates,  PLLC  dated  August  31,  2000.  (j)

10.23  Professional Business Management Agreement, dated October 1, 1998, by and
     between  Visionary  MSO,  Inc., a Delaware Corporation, and Dr. Mark Lynn &
     Associates,  PLLC, a Kentucky professional limited liability company. ! (b)
     Amendment  to  Professional  Business  Management  Agreement by and between
     Visionary  MSO,  Inc.  and  Dr.  Mark Lynn & Associates, PLLC dated June 1,
     1999.  (j)  Amendment  Professional  Business  Management  Agreement by and
     between  Visionary  MSO,  Inc.  and  Dr. Mark Lynn & Associates, PLLC dated
     August  1,  2000.  (j)

</TABLE>

                                       60
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

10.24  Form  of  Stock  Option  Agreement.  (l)
10.25 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.  and  Associates,  P.C.,  an  Arizona  professional
     corporation.  (f)

10.26  Professional  Business  Management  Agreement dated June 19, 2000, by and
     between  Visionary Retail Management, Inc., a Delaware corporation, and Dr.
     Tom Sowash, O.D. and Associates, LLC, a Colorado limited liability company.
     (g)

10.27  Settlement Agreement dated September 21, 2000 between Eye Care Centers of
     America,  Inc.,  a  Texas  corporation,  and  Vision  Twenty-One,  Inc. (h)

10.28  Stock  Option  Agreement  dated  January  8, 2002 by and between Eye Care
     Centers  of  America,  Inc  and  Norman  Matthews.  (l)

10.29  Stock  Option  Agreement  dated  January  8, 2002 by and between Eye Care
     Centers  of  America,  Inc  and  Antoine  Treuille.  (l)

10.30  Amended  and Restated Credit Agreement among Eye Care Centers of America,
     Inc.,  Various  Lenders, Fleet National Bank, as Administrative Agent, Bank
     of  America, N.A., as Syndication Agent and Fleet Securities, Inc., Bank of
     America  Securities,  LLC,  as  Co-Lead  Arrangers Dated as of December 23,
     2002.  (o)

10.31  Stock  Option  Agreement  dated  October 31, 2002 by and between Eye Care
     Centers  of  America,  Inc  and  Antoine  Treuille.  (p)

10.32  Termination  Agreement, dated as of July 1, 2002 between Eye Care Centers
     of  America,  Inc.  and  Bernard  W.  Andrews.  (m)

10.33  Business  Management Agreement by and between Vision Twenty-One, Inc. and
     Charles  M.  Cummins, O.D. and Elliot L. Shack, O.D., P.A. dated January 1,
     1998.  (p)Amendment  No.  1 to Business Management Agreement by and between
     Charles  M.  Cummins, O.D., P.A., and Eye Drx Retail Management, Inc. dated
     August  31,  1999.  (p) Amendment No. 2 to Business Management Agreement by
     and  between  Charles M. Cummins, O.D., P.A. and Eye Drx Retail Management,
     Inc.  dated  February  29, 2000. (j) Amendment No. 3 to Business Management
     Agreement  by and between Charles M. Cummins, O.D., P.A. and Eye Drx Retail
     Management,  Inc.  dated  May  1,  2000.  (j)  Amendment  No. 4 to Business
     Management  Agreement by and between Charles M. Cummins, O.D., P.A. and Eye
     Drx  Retail Management, Inc. dated February 1, 2001. (j) Amendment No. 5 to
     Business  Management Agreement by and between Charles M. Cummins, O.D. P.A.
     and  Eye Drx Retail Management, Inc. dated February 28, 2002. (p) Amendment
     No.  6  to  Business Management Agreement by and between Charles M. Cummins
     O.D.,  P.A and Eye Drx Retail Management, Inc. dated February 28, 2003. (p)

</TABLE>

                                       61
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

10.34  Employment  Agreement  dated  April  15, 2002 between Eye Care Centers of
     America,  Inc.  and  Robert  Cox.  (p)  *

10.35  Promissory  note  dated  as  of  April 24, 2003 among Eye Care Centers of
     America,  Inc.  and  Daniel  Poth,  O.D.  (q)

10.36  Professional  Business  Management  Agreement  dated May 25, 2003, by and
     between  EyeMasters,  Inc.,  a  Delaware corporation, and S.L. Christensen,
     O.D.  and  Associates,  P.C.,  an  Arizona  professional  corporation.  (r)

10.37  Professional  Business  Management  Agreement  dated May 12, 2003, by and
     between  EyeMasters,  Inc.,  a Delaware corporation, and Michael J. Martin,
     O.D.  and  Associates,  P.C., P.C., a Georgia professional corporation. (r)

10.38  Professional  Business  Management Agreement dated August 3, 2003, by and
     between EyeMasters, Inc., a Delaware corporation, and Jason Wonch, O.D. and
     Associates,  P.C.,  a  Louisiana professional optometry corporation. (s)

10.39  Employment  Agreement dated September 7, 1998 between Eye Care Centers of
     America,  Inc.  and  Diana  Beaufils.  (t)  *

10.40  Employment  Agreement  dated  July  29,  1998 between Eye Care Centers of
     America,  Inc.  and  Dan  Walker.  (t)  *

10.41  Employment  Agreement  dated  October 1, 1998 between Eye Care Centers of
     America,  Inc.  and  David  Carrig.  (t)  *

10.42  Employment  Agreement  dated  August 11, 2003 between Eye Care Centers of
     America,  Inc.  and  James  J.  Denny.  (t)  *

12.1 Statement  re  Computation  of  Ratios  (t)

21.1 List  of  subsidiaries  of  Eye  Care  Centers  of  America,  Inc.  (t)

14.1 Business  Conduct  and  Ethics  Policy.  (p)

14.2 Ethics  for  Financial  Management.  (p)

24.1 Powers  of  Attorney (contained on the signature pages of this report). (t)

31.1 Certification  of  Chief  Executive  Officer  (t)

31.2 Certification  of  Chief  Financial  Officer  (t)

</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.
*    Represents  a  management  contract  or  compensatory  plan.

(a)  Incorporated by reference from the Registration Statement on Form S-4 (File
     No.  333  -  56551).
(b)  Previously provided with, and incorporated by reference from, the Company's
     annual  Report  on  Form  10-K  for  the  year  ended  January  2,  1999.
(c)  Previously provided with, and 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)  Previously provided with, and incorporated by reference from, the Company's
     annual  Report  on  Form  10-K  for  the  year  ended  January  1,  2000.

                                       62
<PAGE>

(f)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended  April 1, 2000.
(g)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended  July  1, 2000.
(h)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q for the quarter ended September 30, 2000.
(i)  Previously provided with, and incorporated by reference from, the Company's
     Report  on  Form  8-K  as  of  December  27,  2000.
(j)  Previously provided with, and incorporated by reference from, the Company's
     annual  Report  on  Form  10-  K  for  the  year  ended  December 30, 2000.
(k)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended  June 30, 2001.
(l)  Previously provided with, and incorporated by reference from, the Company's
     annual  Report  on  Form  10-K  for  the  year  ended  December  29,  2001.
(m)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended  June 29, 2002.
(n)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q for the quarter ended September 28, 2002.
(o)  Previously provided with, and incorporated by reference from, the Company's
     Report  on  Form  8-K  as  of  December  31,  2002.
(p)  Previously provided with, and incorporated by reference from, the Company's
     annual  Report  on  Form  10-K  for  the  year  ended  December  28,  2002.
(q)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended March 29, 2003.
(r)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q  for  the  quarter  ended  June 28, 2003.
(s)  Previously provided with, and incorporated by reference from, the Company's
     quarterly  Report  on  Form  10-Q for the quarter ended September 27, 2003.
(t)  Filed  herewith.

The  Company  filed  no  current  reports  on  Form  8-K with the Securities and
Exchange  Commission  during  the  thirteen  weeks  ended  December  27,  2003.

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15  (D)  OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO  SECTION  12  OF  THE  ACT.

No  annual  report  or proxy materials have been sent to security holders of the
Company.

                                       63
<PAGE>

                                   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, IN THE CITY OF SAN
ANTONIO,  STATE  OF  TEXAS,  ON  MARCH  24,  2004.

                                               EYE CARE CENTERS OF AMERICA, INC.

                                                        By: /S/ DAVID E. MCCOMAS
                                                                DAVID E. MCCOMAS
                    CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                    ------------------------------------------------------------

                                POWER OF ATTORNEY
     KNOW  ALL  MEN  BY  THESE PRESENTS that each person whose signature appears
below  constitutes and appoints Bernard W. Andrews and Alan E. Wiley and each of
them,  with  the  power  to  act  without  the  other,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or in his name, place and stead, in any and all capacities to sign any
and  all  amendments  to  this  report,  and to file the same, with all exhibits
thereto,  and  other  documents in connection therewith, with the Securities and
Exchange  Commission,  granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every Act and thing
requisite  or  necessary  to  be done in and about the premises, as fully to all
intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all  that said attorneys-in-fact and agents or any of them, or their
or  his  substitutes,  may  lawfully  do  or  cause to be done by virtue hereof.

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>

<S>                              <C>                               <C>
SIGNATURE . . . . . . . . . . .  TITLE                             DATE
                                 Chairman of the Board, Chief
/S/     David E. McComas. . . .  Executive Officer and President   March 24, 2004
-------------------------------  (Principal Executive Officer)
DAVID E. MCCOMAS. . . . . . . .

                                 Executive Vice President and
/S/     Alan E. Wiley . . . . .  Chief Financial Officer           March 24, 2004
-------------------------------  (Principal Financial and
ALAN E. WILEY . . . . . . . . .    Accounting Officer)

/S/     Bernard W. Andrews. . .  Director                          March 24, 2004
-------------------------------
BERNARD W. ANDREWS

/S/     Norman S. Matthews. . .  Director                          March 24, 2004
-------------------------------
NORMAN S. MATTHEWS
/S/     Antoine G. Treuille . .  Director                          March 24, 2004
-------------------------------

ANTOINE G. TREUILLE
/S/     Anthony J. DiNovi . . .  Director                          March 24, 2004
-------------------------------

ANTHONY J. DINOVI
/S/     Warren C. Smith, Jr.. .  Director                          March 24, 2004
-------------------------------

WARREN C. SMITH, JR.
/S/     Charles A. Brizius. . .  Director                          March 24, 2004
-------------------------------
CHARLES A. BRIZIUS

</TABLE>

                                       64
<PAGE>


<TABLE>
<CAPTION>

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                EYE CARE CENTERS OF AMERICA, INC. AND SUBSIDIARIES


<S>                                                                            <C>

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . .   F-2

Consolidated Balance Sheets at December 28, 2002 and December 27, 2003 . . .   F-3

Consolidated Statements of Operations for the Years Ended December 29, 2001,
December 28, 2002 and December 27, 2003. . . . . . . . . . . . . . . . . . .   F-4

Consolidated Statements of Shareholders' Deficit as of
December 29, 2001, December 28, 2002 and December 27, 2003 . . . . . . . . .   F-5

Consolidated Statements of Cash Flows for the Years Ended December 29, 2001,
December 28, 2002 and December 27, 2003. . . . . . . . . . . . . . . . . . .   F-6

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . .   F-7

Schedule II Consolidated Valuation and Qualifying Accounts For the
Years Ended December 29, 2001, December 28, 2002 and December 27, 2003 . . .  F-34
</TABLE>

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Board  of  Directors  and  Shareholders
Eye  Care  Centers  of  America,  Inc.
San  Antonio,  Texas

We have audited the accompanying consolidated balance sheets of Eye Care Centers
of America, Inc. and Subsidiaries as of December 27, 2003 and December 28, 2002,
and  the  related  consolidated statements of operations, shareholders' deficit,
and  cash  flows  for each of the fiscal years ended December 27, 2003, December
28,  2002,  and  December  29,  2001.  Our  audits  also  included the financial
statement  schedule  listed  in the index at Item 15. These financial statements
and  schedule  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these financial statements and
schedule  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects, the consolidated financial position of Eye
Care Centers of America, Inc. and Subsidiaries at December 27, 2003 and December
28,  2002, and the consolidated results of their operations and their cash flows
for  the  fiscal  years ended December 27, 2003, December 28, 2002, and December
29,  2001,  in  conformity  with accounting principles generally accepted in the
United  States.  Also, in our opinion, the related financial statement schedule,
when  considered in relation to the basic financial statements taken as a whole,
presents  fairly  in  all  material  respects the information set forth therein.

As  discussed  in  Note  2  to  the consolidated financial statements, effective
December  30,  2001,  the  Company  adopted  Statement  of  Financial Accounting
Standards  No.  142,  "Goodwill  and  Other  Intangible  Assets."


San  Antonio,  Texas
March  2,  2004

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                     EYE CARE CENTERS OF AMERICA, INC.
                                        CONSOLIDATED BALANCE SHEETS
                          (DOLLAR AMOUNTS IN THOUSANDS UNLESS INDICATED OTHERWISE)


<S>                                                                            <C>             <C>
                                                                               DECEMBER 28,    DECEMBER 27,
                                                                                  2002            2003
                                                                             --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . .  $       3,450   $       3,809
   Accounts receivable, less allowance for doubtful accounts of
      $4,291 in fiscal 2002 and $4,076 in fiscal 2003 . . . . . . . . . . .         12,084          11,117
   Inventory, less reserves of $677 in fiscal 2002 and $596 in fiscal 2003.         24,060          25,120
   Deferred income taxes, net . . . . . . . . . . . . . . . . . . . . . . .              -             570
   Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . .          3,573           3,696
                                                                             --------------  --------------
     Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .         43,167          44,312
Property and equipment, net of accumulated depreciation and amortization of
   $125,225 in fiscal 2002 and $141,351 in fiscal 2003. . . . . . . . . . .         57,439          51,715
Intangibles, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        107,588         107,423
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8,862           8,631
Deferred income taxes, net. . . . . . . . . . . . . . . . . . . . . . . . .              -          13,445
                                                                             --------------  --------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     217,056   $     225,526
                                                                             ==============  ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      20,256   $      21,360
   Current portion of long-term debt. . . . . . . . . . . . . . . . . . . .         15,524          18,980
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .          6,334           5,743
   Accrued payroll expense. . . . . . . . . . . . . . . . . . . . . . . . .          7,776           5,429
   Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,318           3,213
   Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .          8,523           8,334
                                                                             --------------  --------------
     Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .         60,731          63,059

Long-term debt, less current maturities . . . . . . . . . . . . . . . . . .        239,109         219,845
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,571           4,719
Deferred gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,766           1,532
                                                                             --------------  --------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .        306,177         289,155
                                                                             --------------  --------------
Commitments and contingencies
Shareholders' deficit:
   Common stock, par value $.01 per share; 20,000,000 shares authorized,
    7,397,689 shares issued and outstanding in fiscal 2002 and fiscal 2003.             74              74
   Preferred stock, par value $.01 per share, 300,000 shares authorized,
     issued and outstanding in fiscal 2002 and fiscal 2003. . . . . . . . .         54,703          62,169
   Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . .         36,040          28,259
   Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . .       (179,938)       (154,131)
                                                                             --------------  --------------
     Total shareholders' deficit. . . . . . . . . . . . . . . . . . . . . .        (89,121)        (63,629)
                                                                             --------------  --------------
                                                                             $     217,056   $     225,526
                                                                             ==============  ==============

            The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                  EYE CARE CENTERS OF AMERICA, INC.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                      (DOLLAR AMOUNTS IN THOUSANDS UNLESS INDICATED OTHERWISE)


<S>                                                 <C>                  <C>            <C>
                                                                   FISCAL YEAR ENDED
                                                                  -------------------
                                                       DECEMBER 29,     DECEMBER 28,   DECEMBER 27,
                                                           2001            2002           2003
                                                  -------------------  -------------  --------------
Revenues:
   Optical sales . . . . . . . . . . . . . . . .  $          332,550   $     360,266  $     366,531
   Management fees . . . . . . . . . . . . . . .               3,484           3,401          3,321
                                                  -------------------  -------------  --------------
     Net revenues. . . . . . . . . . . . . . . .             336,034         363,667        369,852

Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . . .             104,446         112,471        114,578
   Selling, general and administrative expenses.             203,187         212,472        218,702
   Amortization of intangibles:
      Goodwill . . . . . . . . . . . . . . . . .               5,319               -              -
      Noncompete and other intangibles . . . . .               3,378           1,865            165
                                                  -------------------  -------------  --------------

        Total operating costs and expenses . . .             316,330         326,808        333,445
                                                  -------------------  -------------  --------------

Income from operations . . . . . . . . . . . . .              19,704          36,859         36,407

Interest expense, net. . . . . . . . . . . . . .              27,537          21,051         20,200
                                                  -------------------  -------------  --------------

Net income (loss) before income taxes. . . . . .              (7,833)         15,808         16,207

Income tax expense (benefit) . . . . . . . . . .               1,239           1,565         (9,600)
                                                  -------------------  -------------  --------------

Net income (loss). . . . . . . . . . . . . . . .  $           (9,072)  $      14,243  $      25,807
                                                  ===================  =============  ==============

            The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                              EYE CARE CENTERS OF AMERICA, INC.
                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                  (DOLLAR AMOUNTS IN THOUSANDS UNLESS INDICATED OTHERWISE)

<S>                                           <C>           <C>       <C>          <C>           <C>              <C>

                                                                      Additional                                   Total
                                                Common  Stock          Paid-In      Preferred     Accumulated  Shareholders'
                                               Shares        Amount    Capital        Stock         Deficit        Deficit
                                            --------------  --------  -----------  ------------  ---------------  ----------
Balance at December 30, 2000 . . . . . . .      7,410,133   $     74  $   49,963   $     42,354  $     (185,109)  $ (92,718)
Dividends accrued on preferred stock . . .              -          -      (5,780)         5,780               -           -
Interest receivable on loan to shareholder              -          -         (90)             -               -         (90)
Distribution to affiliated OD. . . . . . .              -          -        (603)             -               -        (603)
Stock buyback. . . . . . . . . . . . . . .         (2,844)         -         (16)             -               -         (16)
Net loss . . . . . . . . . . . . . . . . .              -          -           -              -          (9,072)     (9,072)
                                            --------------  --------  -----------  ------------  ---------------  ----------
Balance at December 29, 2001 . . . . . . .      7,407,289   $     74  $   43,474   $     48,134  $     (194,181)  $(102,499)
Dividends accrued on preferred stock . . .              -          -      (6,569)         6,569               -           -
Interest receivable on loan to shareholder              -          -         (90)             -               -         (90)
Distribution to affiliated OD. . . . . . .              -          -        (675)             -               -        (675)
Stock buyback. . . . . . . . . . . . . . .         (9,600)         -        (100)             -               -        (100)
Net income . . . . . . . . . . . . . . . .              -          -           -              -          14,243      14,243
                                            --------------  --------  -----------  ------------  ---------------  ----------
Balance at December 28, 2002 . . . . . . .      7,397,689   $     74  $   36,040   $     54,703  $     (179,938)  $ (89,121)
                                            --------------  --------  -----------  ------------  ---------------  ----------
Dividends accrued on preferred stock . . .              -          -      (7,466)         7,466               -           -
Interest receivable on loan to shareholder              -          -         (90)             -               -         (90)
Distribution to affiliated OD. . . . . . .              -          -        (225)             -               -        (225)
Net income . . . . . . . . . . . . . . . .              -          -           -              -          25,807      25,807
                                            --------------  --------  -----------  ------------  ---------------  ----------
Balance at December 27, 2003 . . . . . . .      7,397,689   $     74  $   28,259   $     62,169  $     (154,131)  $ (63,629)
                                            ==============  ========  ===========  ============  ===============  ==========

            The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                          EYE CARE CENTERS OF AMERICA, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (DOLLAR AMOUNTS IN THOUSANDS UNLESS INDICATED OTHERWISE)

<S>                                                                 <C>                  <C>             <C>
                                                                                     FISCAL YEAR ENDED
                                                                                    -------------------
                                                                    DECEMBER 29,         DECEMBER 28,    DECEMBER 27,
                                                                          2001               2002            2003
                                                                  -------------------  --------------  --------------
Cash flows from operating activities:
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . .  $           (9,072)  $      14,243   $      25,807
Adjustments to reconcile net income (loss) to net cash provided
   by operating activities:
     Depreciation. . . . . . . . . . . . . . . . . . . . . . . .              20,350          18,761          16,653
     Amortization of intangibles . . . . . . . . . . . . . . . .               8,697           1,865             165
     Amortization of debt issue costs. . . . . . . . . . . . . .               1,956           1,901           2,007
     Deferrals and other . . . . . . . . . . . . . . . . . . . .                 (48)            387            (635)
     Gain on extinguishment of debt. . . . . . . . . . . . . . .                   -            (904)              -
     Benefit for deferred taxes. . . . . . . . . . . . . . . . .                   -               -         (14,015)
Changes in operating assets and liabilities:
     Accounts and notes receivable . . . . . . . . . . . . . . .               3,070          (1,899)            877
     Inventory . . . . . . . . . . . . . . . . . . . . . . . . .               1,025             605          (1,060)
     Prepaid expenses and other. . . . . . . . . . . . . . . . .                (337)           (203)         (1,143)
     Deposits and other. . . . . . . . . . . . . . . . . . . . .                   3               -            (646)
     Accounts payable and accrued liabilities. . . . . . . . . .               1,729            (393)           (598)
                                                                  -------------------  --------------  --------------
Net cash provided by operating activities. . . . . . . . . . . .              27,373          34,363          27,412
                                                                  -------------------  --------------  --------------
Cash flows from investing activities:
   Acquisition of property and equipment, (net of proceeds). . .             (10,491)        (10,668)        (10,971)
                                                                  -------------------  --------------  --------------
Net cash used in investing activities. . . . . . . . . . . . . .             (10,491)        (10,668)        (10,971)
                                                                  -------------------  --------------  --------------
Cash flows from financing activities:
   Payments on debt related to refinancing . . . . . . . . . . .                   -        (118,346)              -
   Proceeds from issuance of long-term debt. . . . . . . . . . .                  66         124,000               -
   Payments on debt and capital leases . . . . . . . . . . . . .             (16,928)        (23,708)        (15,857)
   Payments for refinancing fees . . . . . . . . . . . . . . . .                   -          (4,788)              -
   Distribution to affiliated OD and other . . . . . . . . . . .                (619)           (775)           (225)
                                                                  -------------------  --------------  --------------
Net cash used in financing activities. . . . . . . . . . . . . .             (17,481)        (23,617)        (16,082)
                                                                  -------------------  --------------  --------------
Net (decrease) increase in cash and cash equivalents . . . . . .                (599)             78             359
Cash and cash equivalents at beginning of period . . . . . . . .               3,971           3,372           3,450
                                                                  -------------------  --------------  --------------
Cash and cash equivalents at end of period . . . . . . . . . . .  $            3,372   $       3,450   $       3,809
                                                                  ===================  ==============  ==============
<FN>

Supplemental  cash  flow  disclosures:
  Cash  paid  during  the  period  for:
   Interest                                                       $           26,150   $      19,401   $       17,232
   Taxes                                                                         358             687            4,294
  Noncash  investing  and  financing  activities:
   Dividends accrued on preferred stock                                        5,780           6,569            7,466
   Additions of property and equipment                                             -           1,076                -

            The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                      F-6
<PAGE>


                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

1.  DESCRIPTION  OF  BUSINESS  AND  ORGANIZATION

     Description of Business.  Eye Care Centers of America, Inc. (the "Company")
operates  optical  retail stores that sell prescription eyewear, contact lenses,
sunglasses  and  ancillary  optical  products, and feature on-site laboratories.
The  Company's  operations  are  located  in 33 states, primarily in the Pacific
Northwest,  Southwest,  Midwest  and  Southeast,  in the Mid-Atlantic States and
along  the  Gulf  and  East  Coasts.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation.  The  financial statements include the accounts of
the Company, its wholly owned subsidiaries and certain private optometrists with
practices  managed  by subsidiaries of the Company (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.

     Use  of  Estimates.  In  preparing  financial statements in conformity with
generally  accepted  accounting  principles,  management  is  required  to  make
estimates  and  assumptions. These estimates and assumptions affect the reported
amount  of  assets  and  liabilities,  the  disclosure  of contingent assets and
liabilities  at  the  date of the financial statements and revenues and expenses
during  the  reporting period. Actual results could differ from these estimates.

     Reporting  Periods.  The  Company  uses a 52/53-week reporting format.  The
fiscal  years ended 2001, 2002 and 2003 consisted of 52 weeks.  Fiscal year 2001
ended  December  29,  2001  ("fiscal 2001"), fiscal year 2002 ended December 28,
2002  ("fiscal  2002")  and  fiscal  year  2003 ended December 27, 2003 ("fiscal
2003").

     Cash  and  Cash Equivalents. All short-term investments that mature in less
than  90  days  when  purchased  are considered cash equivalents for purposes of
disclosure  in  the  consolidated  balance sheets and consolidated statements of
cash  flows.  Cash  equivalents  are  stated  at cost, which approximates market
value.

     Accounts  Receivable.  Accounts  receivable  are primarily from third party
payors  related  to  the  sale of eyewear and include receivables from insurance
reimbursements, OD management fees, credit card companies, merchandise, rent and
license  fee receivables. The Company's allowance for doubtful accounts requires
significant  estimation and primarily consists of amounts owed to the Company by
third  party insurance payors. This estimate is based on the historical ratio of
collections  to billings. The Company's allowance for doubtful accounts was $4.1
million  at  December  27,  2003.

     Inventory.  Inventory  consists  principally of eyeglass frames, ophthalmic
lenses  and contact lenses and is stated at the lower of cost or market. Cost is
determined  using  the

                                      F-7
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

weighted  average  method,  which  approximates  the  first-in, first-out (FIFO)
method.  The Company's inventory reserves require significant estimation and are
based on product with low turnover or deemed by management to be unsaleable. The
Company's  inventory  reserve  was  $0.6  million  at  December  27,  2003.

     The Company uses several vendors to supply its lens and frame inventory. In
fiscal  2003,  one of the principal lens vendors supplied approximately 42.8% of
the  Company's  lens  materials  while  four frame vendors collectively supplied
approximately  63.4%  of  the  frames  purchased  by the Company during the same
period. While such vendors supplied a significant share of the inventory used by
the Company, lenses and frames are a generic product and can be purchased from a
number  of  other  vendors  on  comparable terms. The Company therefore does not
believe  that  it  is  dependent  on such vendors or any other single vendor for
lenses  or frames. The Company believes that its relationships with its existing
vendors  are  satisfactory.  The Company believes that significant disruption in
the  delivery  of  merchandise from one or more of its current principal vendors
would  not  have  a  material adverse effect on the Company's operations because
multiple  vendors  exist  for  all  of  the  Company's  products.

     Property  and  Equipment.  Property and equipment is recorded at cost.  For
financial  statement purposes, depreciation of building, furniture and equipment
is  calculated using the straight-line method over the estimated useful lives of
the assets.  Leasehold improvements are amortized on a straight-line method over
the  shorter  of  the  life  of  the  lease or the estimated useful lives of the
assets.  Depreciation  of  capital  leased  assets  is  included in depreciation
expense  and  is  calculated using the straight-line method over the term of the
lease.

      Estimated  useful  lives  are  as  follows:
      Building                                                    20  years
      Furniture  and  equipment                            3  to  10  years
      Leasehold  improvements                              5  to  10  years

     Maintenance  and  repair  costs  are  charged  to  expense  as  incurred.
Expenditures  for  significant  betterments  are  capitalized.

     Intangibles.  Intangibles  consist  of the amounts of excess purchase price
over  the market value of acquired net assets ("goodwill").  Goodwill is subject
to  an  annual  assessment  for  impairment  applying  a  fair-value based test.
Additionally,  an  acquired  intangible asset should be separately recognized if
the  benefit  of  the  intangible asset is obtained through contractual or other
legal  rights,  or  if  the intangible asset can be sold, transferred, licensed,
rented, or exchanged, regardless of the acquirer's intent to do so.  The Company
performed  its  annual  assessment  of  goodwill  on  a consolidated basis as of
December  27,  2003,  and  based upon its analysis, the Company believes that no
impairment  of  goodwill  exists.  The  Company's  pro  forma  net  loss  with
amortization  of  goodwill  excluded  for  fiscal  year  2001  was  $3,753.

                                      F-8
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


     Other  Assets.  Other  assets  consist primarily of deferred debt financing
costs  and  a  note  receivable. The deferred debt financing costs are amortized
into  expense over the life of the associated debt. The note receivable consists
of  a  $1.0  million  loan  made during fiscal 2003 to an optometrist owning the
optometric practice Hour Eyes. Previously, the Company guaranteed a bank loan in
connection  with  the  Company's  acquisition of certain assets used at the Hour
Eyes  locations  in  Virginia  and  the  related  long-term  business management
agreement.  On April 24, 2003, the bank loan was paid off with proceeds from the
loan  directly  from  the  Company  to  the  optometrist  owning  the optometric
practice.

     Long-Lived Assets. Long-lived assets consist primarily of store furnishings
and  lab  equipment. Long-lived assets to be held and used and long-lived assets
to  be  disposed  of by sale are subject to an annual assessment for impairment.
The  Company performed its annual assessment of long-lived assets as of December
27,  2003,  and  based  upon its analysis, the Company believes no impairment of
long-lived  assets  exists.

     Deferred  Revenue - Replacement Certificates and Warranty Contracts. At the
time  of  a  frame  sale,  some  customers purchase a warranty contract covering
eyewear  defects  or damage during the 12-month period subsequent to the date of
the  sale.  Revenue  relating to these contracts is deferred and recognized over
the  life  of  the  warranty  contract (one year). Costs incurred to fulfill the
warranty  are  expensed  when  incurred.

     Prior  to  July 2003, certain frames purchased included a one-year warranty
period  without requiring the separate purchase of a warranty contract. Reserves
are established for the expected cost of repair related to these frame sales. At
the  end  of fiscal 2002 and 2003 the Company had established a reserve based on
historical  experience  of approximately $861 and $386, respectively, related to
these  warranties,  which  is  included  in  other  accrued  expenses  on  the
accompanying  balance  sheet.

     Income Taxes. The Company records income taxes under SFAS No. 109 using the
liability  method.  Under  this  method, deferred tax assets and liabilities are
determined  based  on  differences  between financial reporting and tax bases 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.

     Revenue Recognition.  Sales and related costs are recognized by the Company
upon  the  sale  of  products at company-owned retail locations.  Licensing fees
collected  from  independent  optometrists  for  using  the Company's trade name
"Master  Eye  Associates," insurance premiums and management fees are recognized
when  earned.  Historically,  the Company's highest sales occur in the first and
third  quarters.

     Advertising  Costs.  Advertising costs of the Company include costs related
to  broadcast  and  print  media  advertising  expenses.  The  Company  expenses
production

                                      F-9
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


costs  and  media  advertising  costs  when incurred. For the fiscal years ended
2001, 2002 and 2003 advertising costs amounted to approximately $28,988, $30,629
and  $31,587,  respectively.

     New Accounting Pronouncements.  On April 30, 2002, SFAS 145, "Rescission of
FASB  Statements  No.  4,  44  and  64,  Amendment of FASB Statement No. 13, and
Technical  Corrections" was approved by the FASB.  As a result, gains and losses
from  extinguishment  of debt are classified as extraordinary items only if they
meet  the  criteria  in  Accounting  Principles  Board  Opinion 30.  The Company
adopted  the  statement  on  December  29, 2002.  While the adoption of SFAS 145
resulted  in  the  reclassification  of extraordinary gain to ordinary gain, the
adoption  of SFAS 145 did not have a significant impact on the Company's results
of  operations  or  financial position.  Refer to the discussion under "Gain" in
footnote  9  of  these  financial  statements.

     In  December  2002,  SFAS  148,  "Accounting for Stock-Based Compensation -
Transition  and  Disclosure" was issued by the FASB.  This statement amends SFAS
123  to  provide alternative methods of transition for a voluntary change to the
fair  value  method  of  accounting  for  stock-based employee compensation.  In
addition,  this  statement  amends  the  disclosure  requirements of SFAS 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of  the  method  used  on  reported  results.  The  Company  adopted the
statement on December 29, 2002 and continues to account for stock-based employee
compensation  under  the  intrinsic value method.  As all options are granted at
fair  market  value,  the  Company  recorded no compensation expense for options
granted  in  fiscal  years  2001,  2002  or  2003.  As  there  were  no  options
outstanding  as  of December 29, 2001, pro forma disclosures are only applicable
to  fiscal  years  2002  and  2003.  For  purposes of pro forma disclosures, the
estimated  fair  value  of the options is amortized to expense over the options'
vesting period.  The pro forma calculations include only the effects of 2002 and
2003  grants  as  all  grants  previous to 2002 were exercised or cancelled.  As
such,  the impacts are not necessarily indicative of the effects on reported net
income  of  future  years.  The  Company's pro forma net income for fiscal years
2002  and  2003  are  as  follows:

<TABLE>
<CAPTION>

<S>                                                 <C>       <C>
                                                     FISCAL    FISCAL
                                                      2002      2003
                                                   --------  --------

     Net income . . . . . . . . . . . . . . . . .  $14,243   $25,807
     Fair value based method compensation expense     (121)     (115)
                                                   --------  --------
     Pro forma net income . . . . . . . . . . . .  $14,122   $25,692

</TABLE>

     In  January  2003,  the FASB issued Interpretation No. 46, Consolidation of
Variable  Interest  Entities,  an interpretation of ARB No. 51 ("FIN 46").  As a
result,  a  variable  interest entity is to be consolidated by a company if that
company  is  subject  to  a  majority

                                      F-10
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

of  the  risk  of  loss  from  the  variable  interest entity's activities or is
entitled  to  receive  a  majority of the entity's residual returns or both. The
interpretation  also  requires disclosures about variable interest entities that
the  company  is  not  required to consolidate but in which it has a significant
variable  interest.  On December 24, 2003, the FASB issued a revision to FIN 46,
Revised  Interpretation  46  ("FIN  46R").  FIN  46R  codifies both the proposed
modifications  and  other decisions previously issued through certain FASB Staff
Positions  and  supercedes FIN 46 to include (1) deferring the effective date of
the  Interpretation's  provisions  for certain variable interests, (2) providing
additional scope exceptions for certain other variable interests, (3) clarifying
the  impact of troubled debt restructurings on the requirement to reconsider (a)
whether  an  entity  is  a  variable  interest  entity or (b) which party is the
primary  beneficiary  of a variable interest entity, and (4) revising Appendix B
of  FIN  46  to  provide  additional  guidance  on  what  constitutes a variable
interest.  The Company adopted FIN 46R on December 27, 2003 and the adoption did
not  have  a  significant  impact  on  the  Company's  results  of operations or
financial  position.

     Stock  Based  Compensation.  The  Company  grants stock options for a fixed
number  of shares to employees with an exercise price equal to the fair value of
the  shares  at  the date of grant. In accordance with SFAS No. 123, "Accounting
for  Stock-Based  Compensation,"  the Company has continued to account for stock
option  grants  in  accordance  with  APB  Opinion No. 25, "Accounting for Stock
Issues  to  Employees," and, accordingly, recognized no compensation expense for
the  stock  option  grants.

<TABLE>
<CAPTION>

Interest  Expense,  Net.  Interest  expense,  net  consists  of  the  following:


<S>                       <C>            <C>            <C>
                                            YEAR-ENDED
                                           -------------
                           DECEMBER 29,    DECEMBER 28,  DECEMBER 27,
                              2001           2002            2003
                          -------------  -------------  -------------

   Interest expense. . .  $     28,125   $     21,481   $     20,518
   Interest income . . .          (268)          (178)          (164)
   Interest capitalized.          (320)          (252)          (154)
                          -------------  -------------  -------------

   Interest expense, net  $     27,537   $     21,051   $     20,200
                          =============  =============  =============
</TABLE>

3.  SELF-INSURANCE

     The  Company  maintains its own self-insurance group health plan.  The plan
provides  medical  benefits  for  participating  employees.  The  Company has an
employers'  stop  loss  insurance policy to cover individual claims in excess of
$150  per  employee.  The amount charged to health insurance expense is based on
estimates  obtained  from  an  actuarial  firm.  Management believes the accrued
liability  of approximately $1.3 million, which is

                                      F-11
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


included  in  accrued other, as of December 27, 2003 is adequate to cover future
benefit  payments  for  claims  that  occurred  prior  to  fiscal  year  end.

4.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24,  1998  (as  amended,  the "Management Agreement"),
pursuant  to which (i) THL Co. received a financial advisory fee of $6.0 million
in  connection  with structuring, negotiating and arranging the recapitalization
and  structuring,  negotiating and arranging the debt financing and (ii) THL Co.
would  receive  $500  per year plus expenses for management and other consulting
services  provided  to  the  Company,  including  one  percent (1%) of the gross
purchase  price  for  acquisitions  for its participation in the negotiation and
consummation  of  any such acquisition.  As of December 31, 2000, the Management
Agreement  was  amended  to  reduce the fees payable thereunder to $250 per year
plus  expenses  for  management  and  other  consulting services provided to the
Company.  However,  the  fees  payable  under  the  Management  Agreement may be
increased  by  an  additional $250 annually depending upon the Company attaining
certain  leverage  ratios.  The  Management Agreement continues unless and until
terminated  by  mutual consent of the parties in writing, for so long as THL Co.
provides  management  and other consulting services to the Company.  The Company
believes that the terms of the Management Agreement are comparable to those that
would  have been obtained from unaffiliated sources.  For the fiscal years ended
2001,  2002  and  2003  the  Company incurred $250, $500 and $500, respectively,
related  to  the  Management  Agreement.

     During  fiscal  1998,  Bernard Andrews, CEO at the time of the transaction,
purchased $1.0 million of the Company's Common Stock. Mr. Andrews paid for these
shares  by delivering a promissory note with an original purchase amount of $1.0
million,  which  is  accruing  interest  at  a fixed rate equal to the Company's
initial  borrowing  rate.  The repayment of such note is secured by Mr. Andrews'
shares  of  Common  Stock.

                                      F-12
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

5.  PREPAID  EXPENSES  AND  OTHER

          Prepaid  expenses  and  other  consists  of  the  following:


<S>                               <C>           <C>
                                  DECEMBER 28,   DECEMBER 27,
                                      2002          2003
                                  ------------  ------------

          Prepaid insurance. . .  $        568  $        780
          Prepaid store supplies           843           943
          Prepaid advertising. .         1,861         1,477
          Other. . . . . . . . .           301           496
                                  ------------  ------------

                                  $      3,573  $      3,696
                                  ============  ============
</TABLE>


<TABLE>
<CAPTION>

6.  PROPERTY  AND  EQUIPMENT

          Property  and  equipment,  net,  consists  of  the  following:


<S>                                                       <C>            <C>
                                                          DECEMBER 28,    DECEMBER 27,
                                                             2002            2003
                                                          -------------  -------------

          Land . . . . . . . . . . . . . . . . . . . . .  $        638   $          -
          Building . . . . . . . . . . . . . . . . . . .         2,240          2,240
          Furniture and equipment. . . . . . . . . . . .       116,126        123,672
          Leasehold improvements . . . . . . . . . . . .        63,660         67,154
                                                          -------------  -------------
                                                               182,664        193,066
          Less accumulated depreciation and amortization      (125,225)      (141,351)
                                                          -------------  -------------
          Property and equipment, net. . . . . . . . . .  $     57,439   $     51,715
                                                          =============  =============
</TABLE>

                                      F-13
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

7.  INTANGIBLE  ASSETS

      The  following  is  a  summary  of the components of intangible assets
along  with the  related  accumulated  amortization  for  the  fiscal  years
then  ended.


<S>                                             <C>            <C>
                                                DECEMBER 28,    DECEMBER 27,
                                                    2002           2003
                                                -------------  -------------

          Noncompete and management agreements  $     10,187   $     10,187
          Less accumulated amortization. . . .       (10,022)       (10,187)
                                                -------------  -------------
             Net . . . . . . . . . . . . . . .           165              -
          Goodwill . . . . . . . . . . . . . .       107,423        107,423
                                                -------------  -------------
          Intangibles, net . . . . . . . . . .  $    107,588   $    107,423
                                                =============  =============

</TABLE>


<TABLE>
<CAPTION>

8.  OTHER  ACCRUED  EXPENSES

          Other  accrued  expenses  consists  of  the  following:


<S>                                <C>           <C>
                                   DECEMBER 28,   DECEMBER 27,
                                      2002          2003
                                   ------------  ------------

          Construction. . . . . .  $          -  $      1,319
          Insurance . . . . . . .         1,654         1,312
          Payroll & sales/use tax           829         1,211
          Store expenses. . . . .           930         1,194
          Other . . . . . . . . .           752           943
          Income tax payable. . .         1,175           669
          Property taxes. . . . .           441           549
          Warranties. . . . . . .           861           386
          Advertising . . . . . .           839           328
          Third party liability .           196           225
          Professional fees . . .           746           198
          Severance & legal fees.           100             -
                                   ------------  ------------
                                   $      8,523  $      8,334
                                   ============  ============

</TABLE>

                                      F-14
<PAGE>


                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

9.  LONG-TERM  DEBT

     Credit  Facilities.  In  April  1998,  the  Company  entered  into a credit
agreement  which  provided  for  $55.0  million in term loans, $100.0 million in
acquisition  facilities,  and $35.0 million in revolving credit facilities ("Old
Credit  Facility").  On  December  23,  2002,  the Company entered into a credit
agreement  which consists of (i) the $55.0 million term loan facility (the "Term
Loan  A");  (ii)  the  $62.0 million term loan facility (the "Term Loan B"); and
(iii)  the  $25.0 million revolving credit facility (the "Revolver" and together
with  the  Term  Loan A and Term Loan B, the "New Facilities").  The proceeds of
the New Facilities were used to (i) pay long-term debt outstanding under the Old
Credit  Facility, (ii) redeem $20.0 million face value of subordinated debt at a
cost  of  $17.0  million, and (iii) pay fees and expenses incurred in connection
with  the  New  Facilities.  Thereafter,  the  New  Facilities  are available to
finance  working  capital  requirements  and  general  corporate  purposes.

     Borrowings  made  under  the  New  Facilities  shall accrue interest at the
Company's option at the Base Rate or the LIBOR rate, plus the applicable margin.
Base  Rate shall mean a floating rate equal to the higher of (i) the Fleet prime
rate  and  (ii)  the  overnight  Federal  Funds  Rate plus 1/2%. Pricing for the
Revolver will be at LIBOR plus 4.50% (Base Rate plus 3.50%), Term Loan A will be
at  LIBOR  plus  4.25%  (Base Rate plus 3.25%), and Term Loan B will be at LIBOR
plus  4.75%  (Base  Rate  plus  3.75%).  The  Term Loan A amortizes in quarterly
payments  which  began  on March 31, 2003. $15.0 million of the principal amount
amortized  during fiscal 2003 and $18.8 and 25.0 million will amortize in annual
principal  amounts for fiscal years 2004 and 2005, respectively. The Term Loan B
shall  have  no  payments  until  2006  when quarterly payments will commence in
annual  principal  amounts of $20.0 million and $42.0 million, respectively, for
fiscal  years  2006  and  2007.

     In  connection  with  the  borrowings  made  under  the New Facilities, the
Company  incurred  approximately  $4.8  million  in  debt issuance costs.  These
amounts  are  classified  within other assets in the accompanying balance sheets
and  are  being  amortized over the life of the New Facilities.  The unamortized
amount  of  debt  issuance  costs  as  of  December  27, 2003 related to the New
Facilities  was  $3.5  million.

     At  December  27,  2003, the Company had $43.8 million and $62.0 million in
term loans outstanding under the Term Loan A and Term Loan B, respectively, $1.0
million  outstanding  under  the  Revolver,  $129.8  million  in  notes  payable
outstanding  evidenced  by  the Exchange Notes and $2.2 million in capital lease
and  equipment  obligations.

     The  New  Facilities  are  collateralized  by  all  tangible and intangible
assets,  including  the  stock  of the Company's subsidiaries.  In addition, the
Company must meet certain financial covenants including minimum EBITDA, interest
coverage, leverage ratio and capital expenditures.  As of December 27, 2003, the
Company  was  in  compliance  with  the  financial  covenants.

                                      F-15
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

     On  April  24,  1998,  the  Company completed a debt offering consisting of
$100.0  million  aggregate  principal  amount  of its 9 1/8% Senior Subordinated
Notes  due  2008  (the "Fixed Rate Notes") and $50.0 million aggregate principal
amount  of its Floating Interest Rate Subordinated Term Securities due 2008 (the
"Floating  Rate  Notes"  and,  together  with the Fixed Rate Notes, the "Initial
Notes").  The  Floating  Rate  Notes  bear  interest  at a rate per annum, reset
semiannually,  and  equal  to  LIBOR  plus  3.98%.  In  connection  with the New
Facilities,  the  Company  redeemed  $20.0 million of the Floating Rate Notes on
December  23,  2002.  The  Company  filed  a  registration  statement  with  the
Securities  and  Exchange  Commission  with  respect to an offer to exchange the
Initial Notes for notes which have terms substantially identical in all material
respects  to the Initial Notes, except such notes are freely transferable by the
holders  thereof and are issued without any covenant regarding registration (the
"Exchange Notes").  The registration statement was declared effective on January
28,  1999.  The exchange period ended March 4, 1999.  The Exchange Notes are the
only  notes  of  the  Company  which  are  currently  outstanding.

     The  Exchange  Notes are senior uncollateralized obligations of the Company
and rank pari passu with all other indebtedness of the Company that by its terms
other  indebtedness is not subordinate to the Exchange Notes. In connection with
the  issuance  of  the  Exchange Notes, the Company incurred approximately $11.2
million in debt issuance costs. These amounts are classified within other assets
in  the accompanying balance sheets and are being amortized over the life of the
Exchange Notes. The unamortized amount of debt issuance costs as of December 27,
2003  related  to  the  Exchange  Notes  was  $2.9  million.

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

     Gain. On December 23, 2002, the Company retired $20.0 million face value of
subordinated  debt  at  a  cost  of  $17.0  million  and $0.5 million of related
capitalized  loan  costs  resulting  in a gain of $2.5 million. In addition, the
Company  wrote-off  $1.6  million  of  capitalized loan costs related to the Old
Credit  Facility  resulting  in a loss of $1.6 million. As a result, the Company
recognized  a  gain  net  of  tax  of  $0.9 million in its financial statements.

     Capital  Leases.  The  Company has an agreement whereby it leases equipment
and  buildings at various operating locations. The Company has accounted for the
equipment  and property leases as capital leases and has recorded the assets and
the  future  obligations  on  the  balance  sheet  as  follows:

                                      F-16
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>


<S>                                         <C>           <C>
                                            DECEMBER 28,   DECEMBER 27,
                                               2002           2003
                                            ------------  ------------
Buildings and equipment-assets . . . . . .  $      3,447  $      3,445

Buildings and equipment-future obligations  $      2,501  $      2,287
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                          <C>
The Company's scheduled future minimum lease payments for the next five fiscal
years under the property and equipment capital leases are as follows:

          2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     803
          2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     829
          2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     833
          2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     833
          2008. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     833
          Beyond 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . .     398
                                                                             ------
          Total minimum lease payments. . . . . . . . . . . . . . . . . . .   4,529
          Amounts representing interest . . . . . . . . . . . . . . . . . .   2,467
                                                                             ------
          Present value of minimum lease payments . . . . . . . . . . . . .  $2,062
                                                                             ======
</TABLE>


<TABLE>
<CAPTION>

Long-term  debt  outstanding,  including  capital  lease  obligations,
consists  of  the  following:


<S>                                         <C>             <C>
                                              DECEMBER 28,    DECEMBER 27,
                                                 2002            2003
                                            --------------  --------------


   Exchange Notes, face amount of $130,000
     net of unamortized debt discount of
     $261 and $212, respectively . . . . .  $     129,739   $     129,788
   New Facilities. . . . . . . . . . . . .        117,000         105,750
   Capital lease and other obligations . .          2,894           2,287
   Revolver. . . . . . . . . . . . . . . .          5,000           1,000
                                            --------------  --------------
                                                  254,633         238,825
   Less current portion. . . . . . . . . .        (15,524)        (18,980)
                                            --------------  --------------
                                            $     239,109   $     219,845
                                            ==============  ==============
</TABLE>

                                      F-17
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


<TABLE>
<CAPTION>

   Future  principal maturities for long-term debt and capital lease obligations
are  as  follows:

<S>                                         <C>
   2004. . . . . . . . . . . . . . . . . .  $ 18,980
   2005. . . . . . . . . . . . . . . . . .    25,329
   2006. . . . . . . . . . . . . . . . . .    20,330
   2007. . . . . . . . . . . . . . . . . .    42,431
   2008. . . . . . . . . . . . . . . . . .   131,755
                                            --------

   Total future principal payments on debt  $238,825
                                            ========
</TABLE>

     As  of  the  end  of  fiscal 2003, the fair value of the Company's Exchange
Notes  was  approximately $130.0 million and the fair value of the capital lease
obligations  was  approximately  $2.1  million.  The  estimated  fair  value  of
long-term  debt  is  based  primarily  on  quoted  market prices for the same or
similar  issues  and the estimated fair value of the capital lease obligation is
based  on the present value of estimated future cash flows.  The carrying amount
of  the  variable  rate  credit  facility  approximates  its  fair  value.

10.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)

     The  Exchange  Notes described in Note 9 were issued by Eye Care Centers of
America,  Inc.  ("ECCA")  and  are  guaranteed by all of the subsidiaries of the
Company  (the  "Guarantor Subsidiaries") but are not guaranteed by the 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) ECCA, as parent, as if it accounted for its
subsidiaries  on  the  equity method, (ii) the Guarantor Subsidiaries, and (iii)
ODs.  Separate  financial  statements  of  the  Guarantor  Subsidiaries  are not
presented  herein  as  management does not believe that such statements would be
material  to  investors.

                                      F-18
<PAGE>

<TABLE>
<CAPTION>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

                                      CONSOLIDATING STATEMENTS OF OPERATIONS
                                       FOR THE YEAR ENDED DECEMBER 29, 2001


<S>                                              <C>          <C>             <C>       <C>             <C>
                                                               Guarantor                             Consolidated
                                                 Parent       Subsidiaries    ODs       Eliminations    Company
                                                 -----------  --------------  --------  --------------  ---------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $  163,733   $     109,196   $59,621   $           -   $332,550
   Management fees. . . . . . . . . . . . . . .         758          20,714         -         (17,988)     3,484
   Investment earnings in subsidiaries. . . . .      (9,844)              -         -           9,844          -
                                                 -----------  --------------  --------  --------------  ---------
Net revenues. . . . . . . . . . . . . . . . . .     154,647         129,910    59,621          (8,144)   336,034
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      54,311          38,275    11,860               -    104,446
   Selling, general and administrative expenses      91,855          80,706    48,614         (17,988)   203,187
   Amortization of intangibles:
    Goodwill. . . . . . . . . . . . . . . . . .       1,056           4,259         4               -      5,319
    Noncompete and other intangibles. . . . . .           -           3,378         -               -      3,378
                                                 -----------  --------------  --------  --------------  ---------
Total operating costs and expenses. . . . . . .     147,222         126,618    60,478         (17,988)   316,330
                                                 -----------  --------------  --------  --------------  ---------
Income (loss) from operations . . . . . . . . .       7,425           3,292      (857)          9,844     19,704
Interest expense, net . . . . . . . . . . . . .      15,857          11,672         8               -     27,537
                                                 -----------  --------------  --------  --------------  ---------
Loss before income taxes. . . . . . . . . . . .      (8,432)         (8,380)     (865)          9,844     (7,833)
Income tax expense. . . . . . . . . . . . . . .         640             199       400               -      1,239
                                                 -----------  --------------  --------  --------------  ---------
Net loss. . . . . . . . . . . . . . . . . . . .  $   (9,072)  $      (8,579)  $(1,265)  $       9,844   $ (9,072)
                                                 ===========  ==============  ========  ==============  =========
</TABLE>

                                      F-19
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                            CONSOLIDATING STATEMENT OF CASH FLOWS
                                            FOR THE YEAR ENDED DECEMBER 29, 2001


<S>                                                         <C>          <C>             <C>       <C>             <C>
                                                                          Guarantor                             Consolidated
                                                            Parent       Subsidiaries    ODs       Eliminations    Company
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . .  $   (9,072)  $      (8,579)  $(1,265)  $       9,844   $ (9,072)
Adjustments to reconcile net loss to net
   cash provided by operating activities:
   Depreciation. . . . . . . . . . . . . . . . . . . . . .      12,532           7,818         -               -     20,350
   Amortization of intangibles . . . . . . . . . . . . . .       1,056           7,636         5               -      8,697
   Other amortization. . . . . . . . . . . . . . . . . . .       1,956               -         -               -      1,956
   Amortization of deferred gain . . . . . . . . . . . . .        (160)            (74)        -               -       (234)
   Deferred revenue. . . . . . . . . . . . . . . . . . . .        (356)            261        (6)              -       (101)
   Deferred rent . . . . . . . . . . . . . . . . . . . . .         (51)             70         -               -         19
   Loss on disposition of property and equipment . . . . .         137             131         -               -        268
Changes in operating assets and liabilities:
   Accounts and notes receivable . . . . . . . . . . . . .       4,866          (3,370)    1,968            (394)     3,070
   Inventory . . . . . . . . . . . . . . . . . . . . . . .        (589)          1,495       119               -      1,025
   Prepaid expenses and other. . . . . . . . . . . . . . .        (290)            (47)        -               -       (337)
   Accounts payable and accrued liabilities. . . . . . . .       1,057             657      (379)            394      1,729
                                                            -----------  --------------  --------  --------------  ---------
Net cash provided by operating activities. . . . . . . . .      11,086           5,998       442           9,844     27,370
                                                            -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment (net of proceeds)      (6,034)         (4,457)        -               -    (10,491)
   Payment received on notes receivable. . . . . . . . . .           -               3         -               -          3
   Investment in subsidiaries. . . . . . . . . . . . . . .       9,844               -         -          (9,844)         -
                                                            -----------  --------------  --------  --------------  ---------
Net cash provided by ( used in) investing activities . . .       3,810          (4,454)        -          (9,844)   (10,488)
                                                            -----------  --------------  --------  --------------  ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt. . . . . . . .           -              66         -               -         66
   Distribution to affiliated OD . . . . . . . . . . . . .           -               -      (603)              -       (603)
   Redemption of common stock. . . . . . . . . . . . . . .         (15)             (1)        -               -        (16)
   Payments on debt and capital leases . . . . . . . . . .     (16,341)           (587)        -               -    (16,928)
                                                            -----------  --------------  --------  --------------  ---------
Net cash used in financing activities. . . . . . . . . . .     (16,356)           (522)     (603)              -    (17,481)
                                                            -----------  --------------  --------  --------------  ---------

Net increase (decrease) in cash and cash equivalents . . .      (1,460)          1,022      (161)              -       (599)

Cash and cash equivalents at beginning of period . . . . .       2,215           1,187       569               -      3,971
                                                            -----------  --------------  --------  --------------  ---------

Cash and cash equivalents at end of period . . . . . . . .  $      755   $       2,209   $   408   $           -   $  3,372
                                                            ===========  ==============  ========  ==============  =========
</TABLE>

                                      F-20
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                        CONSOLIDATING BALANCE SHEET
                                   FOR THE YEAR ENDED DECEMBER 28, 2002


<S>                                      <C>          <C>             <C>       <C>             <C>
                                                         Guarantor                            Consolidated
                                           Parent      Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $      554   $       2,532   $   364   $           -   $   3,450
   Accounts and notes receivable. . . .     134,896          42,366     3,245        (168,423)     12,084
   Inventory. . . . . . . . . . . . . .      14,715           7,491     1,854               -      24,060
   Prepaid expenses and other . . . . .       2,289           1,236        48               -       3,573
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     152,454          53,625     5,511        (168,423)     43,167
Property and equipment. . . . . . . . .      35,016          22,423         -               -   $  57,439
Intangibles . . . . . . . . . . . . . .      16,693          90,808        87               -     107,588
Other assets. . . . . . . . . . . . . .       8,552             310         -               -       8,862
Investment in subsidiaries. . . . . . .     (19,578)              -         -          19,578           -
                                         -----------  --------------  --------  --------------  ----------
Total Assets. . . . . . . . . . . . . .  $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $    9,696   $     170,349   $ 8,634   $    (168,423)  $  20,256
   Current portion of long-term debt. .      15,374              83         -               -      15,524
   Deferred revenue . . . . . . . . . .       3,511           2,629       194               -       6,334
   Accrued payroll expense. . . . . . .       4,956           2,792        28               -       7,776
   Accrued interest . . . . . . . . . .       1,798             520         -               -       2,318
   Other accrued expenses . . . . . . .       4,878           2,632     1,013               -       8,523
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      40,213         179,005     9,869        (168,423)     60,731
Long-term debt, less current maturities     237,028           2,048       100               -     239,109
Deferred rent . . . . . . . . . . . . .       2,763           1,808         -               -       4,571
Deferred gain . . . . . . . . . . . . .       1,372             394         -               -       1,766
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     281,376         183,255     9,969        (168,423)    306,177
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      54,703               -         -               -      54,703
   Additional paid-in capital . . . . .      36,922           1,092    (1,974)              -      36,040
   Accumulated deficit. . . . . . . . .    (179,938)        (17,181)   (2,397)         19,578    (179,938)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit . . . . . .     (88,239)        (16,089)   (4,371)         19,578     (89,121)
                                         -----------  --------------  --------  --------------  ----------
                                         $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

                                      F-21
<PAGE>


                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                      CONSOLIDATING STATEMENTS OF OPERATIONS
                                       FOR THE YEAR ENDED DECEMBER 28, 2002


<S>                                                  <C>         <C>            <C>      <C>             <C>
                                                                   Guarantor                         Consolidated
                                                      Parent      Subsidiaries   ODs      Eliminations    Company
                                                     ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . . . .  $  175,733  $     114,834  $69,699  $           -   $360,266
   Management fees. . . . . . . . . . . . . . . . .         554         22,319        -        (19,472)     3,401
   Investment earnings in subsidiaries. . . . . . .       6,251              -        -         (6,251)         -
                                                     ----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . . . .     182,538        137,153   69,699        (25,723)   363,667
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . . . .      58,914         39,535   14,022              -    112,471
   Selling, general and administrative expenses . .      96,547         81,138   54,566        (19,472)   212,472
   Amortization of noncompete and other intangibles           -          1,865        -              -      1,865
                                                     ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . . . .     155,461        122,538   68,588        (19,472)   326,808
                                                     ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . . . .      27,077         14,615    1,111         (6,251)    36,859
Interest expense, net . . . . . . . . . . . . . . .      12,495          8,548        8              -     21,051
                                                     ----------  -------------  -------  --------------  --------
Income before income taxes. . . . . . . . . . . . .      14,582          6,067    1,103         (6,251)    15,808
Income tax expense. . . . . . . . . . . . . . . . .         339            419      500              -      1,565
                                                     ----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . . . .  $   14,243  $       5,648  $   603  $      (6,251)  $ 14,243
                                                     ==========  =============  =======  ==============  ========
</TABLE>

                                      F-22
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                           CONSOLIDATING STATEMENT OF CASH FLOWS
                                            FOR THE YEAR ENDED DECEMBER 28, 2002


<S>                                                         <C>          <C>             <C>     <C>             <C>
                                                                          Guarantor                           Consolidated
                                                            Parent       Subsidiaries    ODs     Eliminations    Company
                                                            -----------  --------------  ------  --------------  ----------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   14,243   $      12,234   $ 603   $     (12,837)  $  14,243
Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation. . . . . . . . . . . . . . . . . . . . . .      11,363           7,398       -               -      18,761
   Amortization of intangibles . . . . . . . . . . . . . .           -           1,865       -               -       1,865
   Amortization of debt issue costs. . . . . . . . . . . .       1,901               -       -               -       1,901
   Amortization of deferred gain . . . . . . . . . . . . .        (158)            (75)      -               -        (233)
   Deferred revenue. . . . . . . . . . . . . . . . . . . .        (109)           (308)    194               -        (223)
   Deferred rent . . . . . . . . . . . . . . . . . . . . .         281             500       -               -         781
   Loss on disposition of property and equipment . . . . .          30              32       -               -          62
   (Gain) loss on extinguishment of debt . . . . . . . . .      (1,290)            386       -               -        (904)
Changes in operating assets and liabilities:
   Accounts and notes receivable . . . . . . . . . . . . .     (13,311)         (6,932)   (811)         19,155      (1,899)
   Inventory . . . . . . . . . . . . . . . . . . . . . . .         656             256    (307)              -         605
   Prepaid expenses and other. . . . . . . . . . . . . . .        (166)            (35)     (2)              -        (203)
   Accounts payable and accrued liabilities. . . . . . . .        (459)         18,268     954         (19,156)       (393)
                                                            -----------  --------------  ------  --------------  ----------
Net cash provided by operating activities. . . . . . . . .      12,981          33,589     631         (12,838)     34,363
                                                            -----------  --------------  ------  --------------  ----------
Cash flows from investing activities:
   Acquisition of property and equipment (net of proceeds)      (7,765)         (2,903)      -               -     (10,668)
   Investment in subsidiaries. . . . . . . . . . . . . . .     (12,838)              -       -          12,838           -
                                                            -----------  --------------  ------  --------------  ----------
Net cash used in investing activities. . . . . . . . . . .     (20,603)         (2,903)      -          12,838     (10,668)
                                                            -----------  --------------  ------  --------------  ----------

Cash flows from financing activities:
   Payments on debt related to refinancing . . . . . . . .     (88,346)        (30,000)      -               -    (118,346)
   Proceeds from issuance of long-term debt. . . . . . . .     124,000               -       -               -     124,000
   Payments on debt and capital leases . . . . . . . . . .     (23,345)           (363)      -               -     (23,708)
   Payments for refinancing fees . . . . . . . . . . . . .      (4,788)              -       -               -      (4,788)
   Distribution to affiliated OD . . . . . . . . . . . . .           -               -    (675)              -        (675)
   Stock buyback . . . . . . . . . . . . . . . . . . . . .        (100)              -       -               -        (100)
                                                            -----------  --------------  ------  --------------  ----------
Net cash provided by (used in) financing activities. . . .       7,421         (30,363)   (675)              -     (23,617)
                                                            -----------  --------------  ------  --------------  ----------

Net increase (decrease) in cash and cash equivalents . . .        (201)            323     (44)              -          78

Cash and cash equivalents at beginning of period . . . . .         755           2,209     408               -       3,372
                                                            -----------  --------------  ------  --------------  ----------

Cash and cash equivalents at end of period . . . . . . . .  $      554   $       2,532   $ 364   $           -   $   3,450
                                                            ===========  ==============  ======  ==============  ==========
</TABLE>

                                      F-23
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                        CONSOLIDATING BALANCE SHEET
                                   FOR THE YEAR ENDED DECEMBER 27, 2003


<S>                                      <C>          <C>             <C>       <C>             <C>
                                                        Guarantor                             Consolidated
                                          Parent       Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $       67   $       3,501   $   241   $           -   $   3,809
   Accounts and notes receivable. . . .     166,924          48,875     2,847        (207,529)     11,117
   Inventory. . . . . . . . . . . . . .           -          22,941     2,179               -      25,120
   Deferred income taxes, net . . . . .         570               -         -                         570
   Prepaid expenses and other . . . . .           -           3,648        48               -       3,696
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     167,561          78,965     5,315        (207,529)     44,312
Property and equipment. . . . . . . . .           -          51,715         -               -      51,715
Intangibles . . . . . . . . . . . . . .         166         107,195        87             (25)    107,423
Other assets. . . . . . . . . . . . . .       6,414           2,217         -               -       8,631
Deferred income taxes, net. . . . . . .      13,445               -         -               -      13,445
Investment in subsidiaries. . . . . . .      (6,952)              -         -           6,952           -
                                         -----------  --------------  --------  --------------  ----------
Total Assets. . . . . . . . . . . . . .  $  180,634   $     240,092   $ 5,402   $    (200,602)  $ 225,526
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $      341   $     221,829   $ 6,719   $    (207,529)  $  21,360
   Current portion of long-term debt. .      18,750             230         -               -      18,980
   Deferred revenue . . . . . . . . . .         512           4,785       446               -       5,743
   Accrued payroll expense. . . . . . .           -           5,027       402               -       5,429
   Accrued interest . . . . . . . . . .       3,213               -         -               -       3,213
   Other accrued expenses . . . . . . .         246           6,889     1,199               -       8,334
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      23,062         238,760     8,766        (207,529)     63,059
Long-term debt, less current maturities     217,789           2,056         -               -     219,845
Deferred rent . . . . . . . . . . . . .           -           4,570       149               -       4,719
Deferred gain . . . . . . . . . . . . .       1,213             319         -               -       1,532
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     242,064         245,705     8,915        (207,529)    289,155
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      62,169               -         -               -      62,169
   Additional paid-in capital . . . . .      30,458              25    (2,199)            (25)     28,259
   Accumulated deficit. . . . . . . . .    (154,131)         (5,638)   (1,314)          6,952    (154,131)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit . . . . . .     (61,430)         (5,613)   (3,513)          6,927     (63,629)
                                         -----------  --------------  --------  --------------  ----------
                                         $  180,634   $     240,092   $ 5,402   $    (200,602)  $ 225,526
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

                                      F-24
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                       CONSOLIDATING STATEMENTS OF OPERATIONS
                                        FOR THE YEAR ENDED DECEMBER 27, 2003


<S>                                                   <C>          <C>            <C>      <C>             <C>
                                                                    Guarantor                           Consolidated
                                                      Parent       Subsidiaries   ODs      Eliminations    Company
                                                      -----------  -------------  -------  --------------  ---------
Revenues:
   Optical sales . . . . . . . . . . . . . . . . . .  $   62,864   $     228,982  $74,685  $           -   $366,531
   Management fees . . . . . . . . . . . . . . . . .         480          23,711        -        (20,870)     3,321
   Investment earnings in subsidiaries . . . . . . .      12,242               -        -        (12,242)         -
                                                      -----------  -------------  -------  --------------  ---------
Net revenues . . . . . . . . . . . . . . . . . . . .      75,586         252,693   74,685        (33,112)   369,852
Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . . . . .      22,204          77,509   14,865              -    114,578
   Selling, general and administrative expenses. . .      36,414         145,691   57,467        (20,870)   218,702
   Amortization of noncompete and other intangibles.           -             165        -              -        165
                                                      -----------  -------------  -------  --------------  ---------
Total operating costs and expenses . . . . . . . . .      58,618         223,365   72,332        (20,870)   333,445
                                                      -----------  -------------  -------  --------------  ---------
Income from operations . . . . . . . . . . . . . . .      16,968          29,328    2,353        (12,242)    36,407
Interest expense, net. . . . . . . . . . . . . . . .       2,019          18,169       12              -     20,200
                                                      -----------  -------------  -------  --------------  ---------
Income before income taxes . . . . . . . . . . . . .      14,949          11,159    2,341        (12,242)    16,207
Income tax expense (benefit) . . . . . . . . . . . .     (10,858)              -    1,258              -     (9,600)
                                                      -----------  -------------  -------  --------------  ---------
Net income . . . . . . . . . . . . . . . . . . . . .  $   25,807   $      11,159  $ 1,083  $     (12,242)  $ 25,807
                                                      ===========  =============  =======  ==============  =========
</TABLE>

                                      F-25
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

                                            CONSOLIDATING STATEMENT OF CASH FLOWS
                                             FOR THE YEAR ENDED DECEMBER 27, 2003


<S>                                                          <C>          <C>             <C>       <C>             <C>
                                                                            Guarantor                            Consolidated
                                                              Parent      Subsidiaries    ODs       Eliminations    Company
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $   25,807   $      11,159   $ 1,083   $     (12,242)  $ 25,807
Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation . . . . . . . . . . . . . . . . . . . . . .       3,485          13,168         -               -     16,653
   Amortization of intangibles. . . . . . . . . . . . . . .           -             165         -               -        165
   Amortization of debt issue costs . . . . . . . . . . . .         687           1,320         -               -      2,007
   Deferrals and other. . . . . . . . . . . . . . . . . . .      (5,933)          4,897       401               -       (635)
   Benefit for deferred taxes . . . . . . . . . . . . . . .     (14,015)              -         -               -    (14,015)
Changes in operating assets and liabilities:
   Accounts and notes receivable. . . . . . . . . . . . . .     (32,120)         (6,123)      398          38,722        877
   Inventory. . . . . . . . . . . . . . . . . . . . . . . .      14,715         (15,450)     (325)              -     (1,060)
   Prepaid expenses and other . . . . . . . . . . . . . . .       3,789          (4,932)        -               -     (1,143)
   Deposits and other . . . . . . . . . . . . . . . . . . .           -            (646)        -               -       (646)
   Accounts payable and accrued liabilities . . . . . . . .      34,682           5,181    (1,355)        (39,106)      (598)
                                                             -----------  --------------  --------  --------------  ---------
Net cash provided by operating activities . . . . . . . . .      31,097           8,739       202         (12,626)    27,412
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment, (net of proceeds)      (3,046)         (7,925)        -               -    (10,971)
   Investment in subsidiaries . . . . . . . . . . . . . . .     (12,626)              -         -          12,626          -
                                                             -----------  --------------  --------  --------------  ---------
Net cash used in investing activities . . . . . . . . . . .     (15,672)         (7,925)        -          12,626    (10,971)
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases. . . . . . . . . . .     (15,912)            155      (100)              -    (15,857)
   Distribution to affiliated OD. . . . . . . . . . . . . .           -               -      (225)              -       (225)
                                                             -----------  --------------  --------  --------------  ---------
Net cash provided by (used in) financing activities . . . .     (15,912)            155      (325)              -    (16,082)
                                                             -----------  --------------  --------  --------------  ---------

Net increase (decrease) in cash and cash equivalents. . . .        (487)            969      (123)              -        359

Cash and cash equivalents at beginning of period. . . . . .         554           2,532       364               -      3,450
                                                             -----------  --------------  --------  --------------  ---------

Cash and cash equivalents at end of period. . . . . . . . .  $       67   $       3,501   $   241   $           -   $  3,809
                                                             ===========  ==============  ========  ==============  =========
</TABLE>

                                      F-26
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

11.  PREFERRED  STOCK

     During  1998,  the  Company  issued  300,000 shares of Preferred Stock, par
value  $  .01  per share.  Dividends on shares of Preferred Stock are cumulative
from the date of issue (whether or not declared) and will be payable when and as
may  be  declared  from  time  to time by the Board of Directors of the Company.
Such  dividends  accrue  on  a daily basis from the original date of issue at an
annual  rate  per  share  equal to 13% of the original purchase price per share,
with  such amount to be compounded quarterly.  Cumulative preferred dividends in
arrears  were  $24.8  and $32.3 million as of December 28, 2002 and December 27,
2003, respectively.  The Preferred Stock will be redeemable at the option of the
Company,  in whole or in part, at $100 per share plus (i) the per share dividend
rate  and  (ii)  all  accumulated  and  unpaid dividends, if any, to the date of
redemption,  upon  occurrence  of  an offering of equity securities, a change of
control  or  certain sales of assets.  The Preferred Stock has no voting rights.

12.  SHAREHOLDERS'  DEFICIT

     1998 Executive Stock Option Plan. On April 25, 1998, the Company authorized
a non-qualified stock option plan whereby key executives and senior officers may
be  offered  options to purchase the Company's Common Stock. Under the plan, the
exercise  price set by the Board of Directors of the Company must at least equal
the  fair  market  value of the Company's Common Stock at the date of grant. The
options  begin  vesting one year after the date of grant in four installments of
10%, 15%, 25% and 50% provided the optionee is an employee of the Company on the
anniversary  date  and  shall  expire  10  years  after the date of grant. Under
certain  specified conditions the vesting schedule may be altered. During fiscal
2001, the Company entered into Option Cancellation Agreements (the "Cancellation
Agreements")  with  certain  employees and directors (the "Optionees") to cancel
all  outstanding  options which were granted through the cancellation date under
the  Company's  1998  Stock  Option Plan (the "Plan") due to changes in the fair
market  value  of  the  Company's  common stock. The Company provided all of the
Optionees  with  an option cancellation notice detailing the Company's offer for
the  Optionees  to cancel and terminate their respective options in exchange for
the  commitment  of  the  Company  to grant new options under the Plan (the "New
Options"),  such new grant to be made no earlier than six months and a day after
the  effective  date of the cancellation of the options and at an exercise price
equal  to  the fair market value of the common stock as of the effective date of
the  grant  of  the  New  Options. The Cancellation Agreements provided that, in
January  2002 (the "Grant Date"), the Company granted to each of the Optionees a
New  Option  to  purchase  the  number  of shares of common stock subject to the
options  being  terminated  and  cancelled and that such New Option will have an
exercise  price  equal  to  the  fair market value of the common stock as of the
Grant  Date. The vesting period for the New Options granted to employees was 40%
on  the  Grant  Date with an additional 20% to vest on each of the first, second
and  third anniversaries of the Grant Date. The exercise price at the Grant Date
was  $5.00  per share. Subsequent grants of 131,000 options were made throughout
the

                                      F-27
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

     remainder  of  fiscal  2002.  Such  grants begin vesting one year after the
date  of  the  grant  in  four installments of 10%, 15%, 25% and 50% and have an
exercise  price  of $5.00 to $15.13 per share, based on the fair market value at
the Grant Date.  The weighted-average fair value per share for option grants was
$2.33,  $0.63 and $1.72 for fiscal years 2001, 2002 and 2003, respectively.  The
weighted-average  remaining  contractual  life  as  of December 27, 2003 was 8.5
years.


<TABLE>
<CAPTION>

Following  is  a  summary  of  activity  in  the  plan  for  fiscal  years  2001, 2002 and 2003.

<S>                            <C>              <C>              <C>                <C>
                                  WEIGHTED                         WEIGHTED
                               AVERAGE OPTION                   AVERAGE OPTION
                               EXERCISE PRICE      OPTIONS       EXERCISE PRICE       OPTIONS
                                 PER SHARE($)    OUTSTANDING       PER SHARE($)     EXERCISABLE
                               ---------------  ---------------  -----------------  ------------

Outstanding December 30, 2000            10.60         483,000               10.41       94,450
Granted . . . . . . . . . . .            12.85          11,000                   -            -
Became exercisable. . . . . .                -               -               10.49        4,650
Canceled or expired . . . . .            10.63        (494,000)              10.43      (99,100)
                                                ---------------                     ------------

Outstanding December 29, 2001                -               -                   -            -
Granted . . . . . . . . . . .             5.76         988,775                   -            -
Became exercisable. . . . . .                -               -                5.27      341,710
Canceled or expired . . . . .             5.00         (41,000)               5.00      (17,200)
                                                ---------------                     ------------

Outstanding December 28, 2002             5.54         947,775                5.00      324,510
Granted . . . . . . . . . . .            15.13          48,000                   -            -
Became exercisable. . . . . .                -               -                5.30      173,355
Canceled or expired . . . . .             5.29         (70,000)               5.00       (8,000)
                                                ---------------                     ------------

Outstanding December 27, 2003             6.06         925,775                5.10      489,865
                                                ===============                     ============
</TABLE>

     The  Company  grants  certain  directors  options to purchase the Company's
Common  Stock  from  time  to  time.  Options  granted  during fiscal 2001 begin
vesting  on  the  date  of grant in three installments of 50%, 25% and 25%, with
such  options  expiring 10 years from the date of grant.  All subsequent options
granted  begin vesting one year after the date of the grant in four installments
of  25%  each  installment, with such options expiring 10 years from the date of
grant.  The  weighted-average  fair value per share for option grants was $2.33,
$0.63  and  $1.72  for  fiscal  years  2001,  2002  and 2003, respectively.  The
weighted-average  remaining  contractual  life  as  of December 27, 2003 was 8.7
years.

                                      F-28
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

Following  is  a  summary  of  director  option  activity  for fiscal years 2001, 2002 and 2003.


<S>                            <C>              <C>              <C>                <C>
                                  WEIGHTED                         WEIGHTED
                               AVERAGE OPTION                   AVERAGE OPTION
                               EXERCISE PRICE      OPTIONS       EXERCISE PRICE       OPTIONS
                                 PER SHARE($)    OUTSTANDING       PER SHARE($)     EXERCISABLE
                               ---------------  ---------------  -----------------  ------------

Outstanding December 30, 2000            10.51         126,412               10.41       59,456
Granted . . . . . . . . . . .                -               -                   -            -
Became exercisable. . . . . .                -               -               11.63        2,500
Canceled or expired . . . . .            10.51        (126,412)              10.46      (61,956)
                                                ---------------                     ------------

Outstanding December 29, 2001                -               -                   -            -
Granted . . . . . . . . . . .             5.39         131,412                   -            -
Became exercisable. . . . . .                -               -                5.00       63,206
Canceled or expired . . . . .                -               -                   -            -
                                                ---------------                     ------------

Outstanding December 28, 2002             5.39         131,412                5.00       63,206
Granted . . . . . . . . . . .            15.13           5,000                   -            -
Became exercisable. . . . . .                -               -                5.39       32,853
Canceled or expired . . . . .                -               -                   -            -
                                                ---------------                     ------------

Outstanding December 27, 2003             5.74         136,412                5.13       96,059
                                                ===============                     ============
</TABLE>

     The  Company  has elected to follow Accounting Principles Board Opinion No.
25  "Accounting  for  Stock  Issued  to  Employees"  ("APB  25")  and  related
interpretations  in  accounting  for  its  employee  stock  options  because, as
discussed  below,  the alternative fair value accounting provided for under FASB
Statement  No.  123  "Accounting  for Stock-Based Compensation," requires use of
option  valuation  models  that  were  not developed for use in valuing employee
stock  options  of privately held companies.  Under APB 25, because the exercise
price of the Company's employee stock options equals the estimated fair value of
the  underlying  stock  on  the  date  of  grant,  no  compensation  expense  is
recognized.

     The  fair  value  for  these options was estimated at the date of the grant
using the minimum value method with the following assumptions for 2002 and 2003:
risk-free interest rate of 3%, no dividend yield and a weighted-average expected
life  of  the  options  of  4  years.

     Option valuation models require the input of highly subjective assumptions.
Because  the Company's employee stock options have characteristics significantly
different  from  those  of traded options, and because changes in the subjective
input  assumptions  can

                                      F-29
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its  employee  stock  options.

<TABLE>
<CAPTION>

13.   INCOME  TAXES
        The  provision (benefit) for income taxes is comprised of the following:

<S>               <C>            <C>            <C>
                                  YEAR ENDED
                  --------------------------------------------
                   DECEMBER 29,   DECEMBER 28,   DECEMBER 27,
                      2001           2002           2003
                  -------------  -------------  --------------
        Current.  $       1,239  $       1,258  $       4,415
        Deferred              -              -        (14,015)
                  -------------  -------------  --------------
                  $       1,239  $       1,258  $      (9,600)
                  =============  =============  ==============
</TABLE>

     The  reconciliation  between  the federal statutory tax rate at 34% and the
Company's  effective  tax  rate  is  as  follows:

<TABLE>
<CAPTION>

<S>                                      <C>             <C>             <C>
                                                           YEAR ENDED
                                         ----------------------------------------------
                                           DECEMBER 29,    DECEMBER 28,    DECEMBER 27,
                                              2001            2002            2003
                                         --------------  --------------  --------------
        Expected tax expense (benefit).  $      (2,663)  $       5,166   $       5,510
        Provision to return adjustment.              -               -           2,087
        State taxes . . . . . . . . . .              -               -           1,320
        Goodwill. . . . . . . . . . . .          1,483               -               -
        Other . . . . . . . . . . . . .            680           2,473           2,351
        Change in valuation allowance .          1,739          (6,074)        (20,868)
                                         --------------  --------------  --------------
                                         $       1,239   $       1,565   $      (9,600)
                                         ==============  ==============  ==============
</TABLE>

The  above  reconciliation  takes  into  account  certain  entities  that  are
consolidated  for financial accounting purposes but are not consolidated for tax
purposes,  therefore,  the  net  operating  loss  carryforward cannot offset the
income  from  the  non-consolidated  entities.

                                      F-30
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

    The  components  of  the  net  deferred  tax  assets  are  as  follows:


<S>                                                  <C>             <C>
                                                       DECEMBER 28,    DECEMBER 27,
                                                           2002            2003
                                                     --------------  --------------

        Total deferred tax assets, current. . . . .  $       2,117   $         844
        Total deferred tax liabilities, current . .           (705)           (274)
        Valuation allowance . . . . . . . . . . . .         (1,412)              -
                                                     --------------  --------------
                 Net deferred tax asset, current. .              -             570
                                                     ==============  ==============

        Total deferred tax assets, long-term. . . .         21,439          16,713
        Total deferred tax liabilities, long-term .         (1,983)         (3,268)
        Valuation allowance . . . . . . . . . . . .        (19,456)              -
                                                     --------------  --------------
                 Net deferred tax assets, long term  $           -   $      13,445
                                                     ==============  ==============
</TABLE>

     The  sources  of  the  differences between the financial accounting and tax
assets  and  liabilities which give rise to the deferred tax assets and deferred
tax  liabilities  are  as  follows:

<TABLE>
<CAPTION>



<S>                                                 <C>             <C>
                                                     DECEMBER 28,    DECEMBER 27,
                                                        2002            2003
                                                    --------------  -------------
Deferred tax assets:
        Fixed asset depreciation differences . . .  $       9,791   $      10,976
        Net operating loss and credit carryforward          5,769           1,841
        Gain on debt purchase. . . . . . . . . . .          2,315           1,881
        Allowance for bad debts. . . . . . . . . .          1,121             563
        Other. . . . . . . . . . . . . . . . . . .          1,417             869
        Gain on asset disposals. . . . . . . . . .              -             465
        Inventory basis differences. . . . . . . .            482             438
        Accrued salaries . . . . . . . . . . . . .            611             256
        Deferred rent. . . . . . . . . . . . . . .          1,138             187
        Deferred revenue . . . . . . . . . . . . .            921              81
                                                    --------------  -------------
Total deferred tax assets. . . . . . . . . . . . .         23,565          17,557

Deferred tax liabilities:
        Goodwill . . . . . . . . . . . . . . . . .            811           2,197
        Deferred financing costs . . . . . . . . .            612             731
        Other. . . . . . . . . . . . . . . . . . .            300             320
        Prepaid expense. . . . . . . . . . . . . .            705             273
        Store pre-opening costs. . . . . . . . . .            269              21
                                                    --------------  -------------
Total deferred tax liability . . . . . . . . . . .          2,697           3,542
                                                    --------------  -------------
        Net deferred tax assets. . . . . . . . . .         20,868          14,015
        Valuation allowance. . . . . . . . . . . .        (20,868)              -
                                                    --------------  -------------
Net deferred tax assets. . . . . . . . . . . . . .  $           -   $      14,015
                                                    ==============  =============
</TABLE>

                                      F-31
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

At  December  28, 2002 and December 27, 2003, the Company had net operating loss
carryforward  for  tax purposes of $16,967 and $5,413, respectively.  These loss
carryforwards  will  expire  from  2008  through 2018 if not utilized.  Although
realization  is not assured due to historical taxable income and the probability
of  future  taxable  income, management believes it is more likely than not that
all  of  the  deferred  tax  asset  will be realized.  Accordingly the Company's
valuation  allowance  was  fully  released  in  2003.

14.  EMPLOYEE  BENEFITS

     401(k)  Plan.  The  Company  maintains  a defined contribution plan whereby
substantially  all employees who have been employed for at least six consecutive
months  are eligible to participate.  Contributions are made by the Company as a
percentage  of employee contributions.  In addition, discretionary contributions
may be made at the direction of the Company's Board of Directors.  Total Company
contributions were approximately $220, $214 and $235 for fiscal years 2001, 2002
and  2003,  respectively.

15.  LEASES

     The Company is obligated as lessee under operating leases for substantially
all  of  the  Company's retail facilities as well as certain warehouse space. In
addition  to  rental  payments,  the leases generally provide for payment by the
Company  of  property  taxes,  insurance,  maintenance and its pro rata share of
common  area maintenance. These leases range in terms of up to 15 years. Certain
leases also provide for additional rent in excess of the base rentals calculated
as  a  percentage  of  sales.

     The  Company  subleases  a portion of substantially all of the stores to an
independent  optometrist  or  a  corporation  controlled  by  an  independent
optometrist. The terms of these leases or subleases are principally one to seven
years  with  rentals consisting of a percentage of gross receipts, base rentals,
or  a  combination  of  both.  Certain  of these leases contain renewal options.

     Certain  of the Company's lease agreements contain provisions for scheduled
rent  increases or provide for occupancy periods during which no rent payment is
required.  For  financial  statement purposes, rent expense is recorded based on
the  total rentals due over the entire lease term and charged to rent expense on
a  straight-line  basis. The difference between the actual cash rentals paid and
rent  expenses  recorded  for  financial  statement  purposes  is  recorded as a
deferred  rent  obligation.  At  the end of fiscal years 2002 and 2003, deferred
rent  obligations  aggregated  approximately  $4.6  million  and  $4.7  million,
respectively.

     Rent  expense  for  all  locations, net of lease and sublease income, is as
follows.  For the purposes of this table, base rent expense includes common area
maintenance costs. Common area maintenance costs were approximately 21%, 21% and
22%  of  base  rent  expense for fiscal years 2001, 2002 and 2003, respectively.

                                      F-32
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)

<TABLE>
<CAPTION>

<S>                         <C>             <C>             <C>
                              DECEMBER 29,    DECEMBER 28,    DECEMBER 27,
                                 2001            2002            2003
                            --------------  --------------  --------------

Base rent expense. . . . .  $      38,666   $      40,364   $      41,483
Rent as a percent of sales            266             436             478
Lease and sublease income.         (4,259)         (4,435)         (3,326)
                            --------------  --------------  --------------

Rent expense, net. . . . .  $      34,673   $      36,365   $      38,635
                            ==============  ==============  ==============
</TABLE>

     Future minimum lease payments, excluding common area maintenance costs, net
of  future  minimum lease and sublease income under irrevocable operating leases
for  the  next  five  years  and  beyond  are  as  follows:

<TABLE>
<CAPTION>

<S>                                      <C>         <C>          <C>
                                         OPERATING   LEASE AND    OPERATING
                                           RENTAL    SUBLEASE       LEASE,
                                          PAYMENTS    INCOME         NET
                                         ----------  -----------  ----------

2004. . . . . . . . . . . . . . . . . .  $   31,941  $   (1,749)  $   30,192
2005. . . . . . . . . . . . . . . . . .      28,846        (914)      27,932
2006. . . . . . . . . . . . . . . . . .      24,720        (624)      24,096
2007. . . . . . . . . . . . . . . . . .      21,035        (414)      20,621
2008. . . . . . . . . . . . . . . . . .      18,210        (225)      17,985
Beyond 2008 . . . . . . . . . . . . . .      34,946        (232)      34,714
                                         ----------  -----------  ----------

Total minimum lease payments/(receipts)  $  159,698  $   (4,158)  $  155,540
                                         ==========  ===========  ==========
</TABLE>

16.  COMMITMENTS  AND  CONTINGENCIES

     The  Company is involved in various claims and legal actions arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
Company's consolidated financial position or consolidated results of operations.

                                      F-33
<PAGE>

<TABLE>
<CAPTION>

                                                                     SCHEDULE II

                        EYE CARE CENTERS OF AMERICA, INC.
                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
            (Dollar amounts in thousands unless indicated otherwise)
<S>                                                       <C>            <C>            <C>          <C>           <C>
                                                                                 ADDITIONS
                                                                        --------------------------
                                                                         CHARGED TO     CHARGED TO
                                                         BALANCE AT       CREDITED       CREDITED    DEDUCTIONS      BALANCE
                                                        BEGINNING OF      FROM COST     FROM OTHER     FROM         AT CLOSE
                                                           PERIOD        AND EXPENSES    ACCOUNTS     RESERVE       OF PERIOD
                                                          -------------  -------------  -----------  ------------  ----------

Allowance for doubtful accounts of
   current receivables:
      Year ended December 29, 2001 . . . . . . . . . . .  $       3,937  $         919  $         -  $         -   $    4,856
      Year ended December 28, 2002 . . . . . . . . . . .          4,856              -            -         (565)       4,291
      Year ended December 27, 2003 . . . . . . . . . . .          4,291              -            -         (315)       3,976

Inventory obsolescence reserves:
      Year ended December 29, 2001 . . . . . . . . . . .          1,004             95            -            -        1,099
      Year ended December 28, 2002 . . . . . . . . . . .          1,099              -            -         (422)         677
      Year ended December 27, 2003 . . . . . . . . . . .  $         677  $           -  $         -  $       (81)  $      596
</TABLE>

                                      F-34
<PAGE>