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  29,  2001.

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

                        Commission file number 333-56551

                        EYE CARE CENTERS OF AMERICA, INC.
                        (Exact name 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
                (Company'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  Company  (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
             ---

     Aggregate  market  value  of  common  stock  held  by non-affiliates of the
registrant is $172,320. 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  ($5.00  per  share).

     Applicable  only  to  Corporate  Registrants: Indicate the number of shares
outstanding  of  each  of  the issuer's classes of common stock as of the latest
practicable  date:  7,407,289  shares  of  common  stock  as  of March 15, 2002.

Documents  incorporated  by  reference:  None
                                        1
<PAGE>

<TABLE>
<CAPTION>

                                 FORM 10-K INDEX

                                     PART I


<S>       <C>                                                  <C>
ITEM 1.   BUSINESS                                              3

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 REGISTRANTCOMMON STOCK AND RELATED
          SHAREHOLDER MATTERS                                  21

ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA.                21

ITEM 7.   MANAGEMENTDISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                  23

ITEM 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                          29

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          29

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                  29

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   30

ITEM 11.  EXECUTIVE COMPENSATION                               33

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                           36

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       38

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
          ON FORM 8-K                                          39
</TABLE>
                                        2
<PAGE>

                                     PART I
                                     ------

ITEM  1.  BUSINESS

FORWARD-LOOKING  STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended. All statements
other  than statements of historical facts included in this report regarding the
Company's  financial  position,  business  strategy,  budgets  and  plans  and
objectives  of  management for future operations are forward-looking statements.
Although  the management of the Company believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no assurance that
such  expectations  will  prove  to  have  been  correct.  Such  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may  cause  the  actual  results, performance or achievements of the Company, or
industry  results,  to  be  materially  different  from  those  contemplated  or
projected,  forecasted, estimated or budgeted in or expressed or implied by such
forward-looking  statements.  Such  factors  include, among others, the risk and
other  factors  set  forth  under  "Risk  Factors" in the Company's Registration
Statement  on  Form  S-4  filed  with the Securities and Exchange Commission 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  AND CONSOLIDATION; (V) IMPACT OF
REFRACTIVE  SURGERY  AND  OTHER  CORRECTIVE  VISION TECHNIQUES; (VI) DEMOGRAPHIC
TRENDS;  (VII)  THE  COMPANY'S  MANAGEMENT  ARRANGEMENTS  WITH  PROFESSIONAL
CORPORATIONS;  (VIII)  THE  ABILITY  OF  THE  COMPANY  TO  MAKE  AND  INTEGRATE
ACQUISITIONS;  AND  (IX) THE CONTINUED MEDICAL INDUSTRY EFFORT TO REDUCE MEDICAL
COSTS  AND  THIRD  PARTY  REIMBURSEMENTS.

                                        3
<PAGE>
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  360  stores,  291  of  which  are optical superstores. The Company
operates  predominately  under  the  trade  name  "EyeMasters,"  and  in certain
geographical  regions  under  the  trade  names "Visionworks," "Hour Eyes," "Dr.
Bizer's  VisionWorld,"  "Dr.  Bizer's ValuVision," "Doctor's ValuVision," "Stein
Optical,"  "Eye DRx," "Vision World," "Doctor's VisionWorks" and "Binyon's." 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  fourteen  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  within  the  heading "Item 6. Selected
Consolidated Financial Data") of $336.0 million and $48.8 million, respectively,
for  the  fiscal  year  ended  December  29,  2001  ("fiscal  2001").

     The  Company's stores, which average approximately 4,200 square feet, carry
a  broad  selection  of branded frames at competitive prices, including designer
eyewear  such  as Eddie Bauer, Polo/Ralph Lauren, Laura Ashley, Guess and Chaps,
as  well  as  its own proprietary brands. In addition, 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  inside  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 80% of such ODs' regular eye exam
patients  purchase  eyewear  from  the Company's adjacent optical retail stores.

     On  July  2, 2001, the Company announced that Bernard W. Andrews retired as
Chief  Executive  Officer of the Company. David E. McComas, previously President
and  Chief  Operating  Officer, succeeded Mr. Andrews as Chief Executive Officer
and  became  a  director  on  July  2,  2001.  Mr. Andrews continues to serve as
Chairman  of  the  Board.

     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  have increased from $140.2
million  in  fiscal  1995  to $336.0 million in fiscal 2001, while the Company's
store base increased from 152 to 359 over the same period, primarily as a result
of four acquisitions. The Company's senior management team owns or has the right
to  acquire  approximately 5.8% of the Company's common stock on a fully diluted
basis,  through  direct  ownership  and  stock  options.

                                        4
<PAGE>
BUSINESS  STRATEGY

     The  Company  plans  to  capitalize on the industry trends discussed herein
under  the  heading  "Industry"  by building local market leadership through the
implementation  of  the  following  key  elements  of  its  business  strategy:

     MAXIMIZE  STORE  PROFITABILITY. Management plans to continue 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  proprietary  products,  (ii)  continuing  store  expense  reductions, (iii)
offering  extensive  productivity-enhancing employee training and (iv) upgrading
the  point-of-sale  information system. 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.

     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.  Capital  expenditures  have  been  budgeted  to
correspond  to  the  new store opening program to be implemented in 2001 through
2003.  The  Company  closed  ten  unprofitable  stores  in  the third and fourth
quarters  of  2000  and  will  continue to evaluate appropriate actions as lease
renewals  occur.  Management has also focused on process improvement initiatives
that  have  resulted  in  the  reduction  in  head counts and corporate overhead
expenses.  Management  is  continually  evaluating  methods  to  increase  store
profitability  and  increase  working  capital. Total debt has been reduced from
$291.4  million at the end of fiscal 2000 to $274.6 million at the end of fiscal
2001.

     CAPITALIZE ON MANAGED VISION CARE. Management has made a strategic decision
to  pursue  managed vision care relationships aggressively in order to help grow
the  Company's  retail  business  and  over  the  past  five  years  has devoted
significant  management  resources to the development of its managed vision care
business.  As  part  of  its  effort,  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 certain HMOs
and 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.  As  of  December  29,  2001, the Company participated in managed
vision  care  programs, with retail sales arising from managed vision care plans
totaling approximately 42.4% of optical sales for fiscal 2001 compared to 24% of
optical  sales for fiscal 1998.  Management believes that the increasing role of
managed  vision care will continue to benefit the Company and other large retail
optical  chains  with strong local
                                        5
<PAGE>

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  currently  plans  to  open approximately six stores in existing markets
during  2002  and four to five stores each year after 2002.  Management believes
that  the Company has in place the systems and infrastructure to execute its new
store  opening  plan.  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. The Company
spent  approximately  $450,000  per  new  store,  using a store format averaging
approximately  3,800  square feet and equipping each new store with standardized
fixtures  and  equipment.  In  addition,  pre-opening costs averaged $12,000 and
initial  inventory  requirements  for  new  stores  averaged  $60,000,  of which
approximately  40%  were  typically financed by vendors.   New stores opening in
2002  will utilize a smaller and more efficient format, with approximately 3,250
square  feet  and  lower  construction  costs.

ACQUISITION  HISTORY

     The  Company  was incorporated in Texas in 1984, acquired by Sears, Roebuck
and  Co.  in 1987, acquired by Desai Capital Management Incorporated in 1993 and
acquired  by the Thomas H. Lee Company in April 1998 (through a recapitalization
transaction).  From  its  organization  through  1988,  the Company expanded its
business  through  the  acquisition of: (i) a thirteen store Phoenix-based chain
named  20/20  Eye  Care  in  1986, (ii) a twelve store Texas and Louisiana-based
chain named EyeMasters in 1986, (iii) five stores in Phoenix from EyeCo. in 1988
and  (iv)  a  twenty  store  Portland-based  chain  named  Binyon's  in  1988.

     Since  the  management  team  implemented  a  strategy focused on improving
operating  efficiencies and increasing the store base in early 1996, the Company
has  consummated  and  integrated  four  acquisitions  over  the last six years:

-    In  September 1996, the Company acquired Visionworks Holdings, Inc. and its
     subsidiaries  (collectively, "Visionworks"), a sixty store optical retailer
     located  along  the  Atlantic  Coast  from Florida to Washington, D.C. (the
     "Visionworks  Acquisition").
-    In  September  1997,  the  Company  acquired  The Samit Group, Inc. and its
     subsidiaries  (collectively, "TSGI"), with ten Hour Eyes stores in Maryland
     and  Washington,  D.C.,  and  certain of the assets of Hour Eyes Doctors of
     Optometry,  P.C., a Virginia professional corporation formerly known as Dr.
     Samit's  Hour Eyes Optometrist, P.C. (the "PC"), and simultaneously entered
     into  long-term management agreements with the PC to manage the PC's twelve
     stores  in  Virginia  (collectively,  the  "Hour  Eyes  Acquisition").
-    In  September  1998,  the  Company  acquired  certain  of the assets of Dr.
     Bizer's  VisionWorld,  PLLC  and related entities (the "Bizer Entities"), a
     nineteen  store  optical  retailer  located  primarily  in  Kentucky  and
     Tennessee,  and  simultaneously  entered  into
                                        6
<PAGE>

     long-term management agreements with a private optometrist ("Bizer OD") to
     manage such nineteen stores (collectively, the "Bizer Acquisition").
-    In  August 1999, the Company acquired from Vision Twenty-One, Inc. ("Vision
     Twenty-One")  substantially  all of the assets used to operate an aggregate
     of  76  retail  eyewearoutlets  (the  "VTO  Retail  Acquisition"), of which
     thirty-seven  were  located  in Minnesota, North Dakota, Iowa, South Dakota
     and  Wisconsin  operating  under the tradename "Vision World," sixteen were
     located  in  Wisconsin  operating  under the tradename "Stein Optical," and
     twenty-three  were located in New Jersey operating under the tradename "Eye
     DRx."  Simultaneously, the Company assumed the rights and obligations under
     a  management  agreement with a private optometrist ("VTO OD", and together
     with  the  PC  and  Bizer  OD, the "OD PCs") to manage the nineteen Eye DRx
     stores.

THE FOLLOWING TABLE SETS FORTH A SUMMARY OF THE COMPANY'S STORES OPERATING UNDER
EACH TRADE NAME, AS OF MARCH 15, 2002, RANKED BY NUMBER OF STORES:


<TABLE>
<CAPTION>


<S>                              <C>        <C>           <C>             <C>
                                 NUMBER OF  GEOGRAPHIC    AVERAGE STORE
TRADE NAME                       STORES     FOCUS         FORMAT          BUSINESS MIX
-------------------------------  ---------  ------------  --------------  ------------

EyeMasters                           162    Southwest,    Superstores     Glasses
                                            Midwest,      Sq. Ft. 4,000   Managed Care
                                            Southeast     Lab
                                                          OD Subleases

Visionworks                           56    Southeast     Superstores     Glasses
                                                          Sq. Ft. 6,100   Contacts
                                                          Lab             Managed Care
                                                          OD Subleases

Vision World                          37    Midwest       Conventional    Glasses
                                                          Sq. Ft. 2,400   Contacts
                                                                          Managed Care

Dr. Bizer's VisionWorld, Dr. Bizer's  24    Southeast &   Superstores     Glasses
   ValuVision, Doctor's ValuVision          Central       Sq. Ft.  5,900  Contacts
                                                          Lab             Managed Care

Doctor's VisionWorks                     14    Maryland &    Superstores     Glasses
                                            Colorado      Sq. Ft.  4,100  Contacts
                                                          Lab             Managed Care

Hour Eyes                             22    Mid Atlantic  Conventional    Glasses
                                                          Sq. Ft. 2,600   Contacts
                                                          Lab             Managed Care

Stein Optical                         16    Midwest       Superstores     Glasses
                                                          Sq. Ft. 3,400   Contacts
                                                          Lab             Managed Care

Eye DRx                               15    Northeast     Conventional    Glasses
                                                          Sq. Ft. 3,200   Contacts
                                                                          Managed Care

Binyon                                14    Pacific       Superstores     Glasses
                                            Northwest     Sq. Ft. 4,600   Managed Care
                                                          Lab
                                                          OD Subleases
Total                                360
                                   =======
</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 29, 2001 the Company's top
fifteen  markets. Management's estimate of the Company's superstore market share
ranking  is number one or two in fourteen of these markets as measured by sales.

<TABLE>
<CAPTION>

<S>                           <C>
DESIGNATED MARKET AREA        NUMBER OF SUPERSTORES
----------------------------  ---------------------
Washington, D.C                                  21
Dallas                                           22
Houston                                          18
Tampa/St. Petersburg                             13
Louisville                                        7
Minneapolis/St. Paul                             22
Phoenix                                          13
Milwaukee                                        16
Miami/Ft. Lauderdale                              9
Nashville                                        11
New York                                         14
Portland                                         12
San Antonio                                       8
Austin                                            6
Kansas City                                       8
                              ---------------------
Total of Top Fifteen Markets                    200
                              =====================
</TABLE>

     LOCATIONS.  The  Company operates 360 stores, 291 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,  176  are located in enclosed regional malls, 124 are in
strip  shopping  centers  and  60  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  1,  2002.

<TABLE>
<CAPTION>



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

Texas                    77            -             -      -            -          -      -        -       -     77
Florida                   -           41             -      -            -          -      -        -       -     41
Minnesota                 -            -            31      -            -          -      -        -       -     31
Tennessee                 7            -             -     12            -          -      -        -       -     19
Wisconsin                 -            -             2      -            -          -     16        -       -     18
New Jersey                -            -             -      -            -          -      -       15       -     15
Virginia                  -            1             -      -            -         13      -        -       -     14
Arizona                  14            -             -      -            -          -      -        -       -     14
Oregon                    -            -             -      -            -          -      -        -      13     13
Louisiana                12            -             -      -            -          -      -        -       -     12
North Carolina            -           12             -      -            -          -      -        -       -     12
Maryland                  -            -             -      -            5          6      -        -       -     11
Kentucky                  -            -             -     10            -          -      -        -       -     10
Ohio                      9            -             -      -            -          -      -        -       -      9
Colorado                  -            -             -      -            9          -      -        -       -      9
Missouri                  6            -             -      1            -          -      -        -       -      7
Oklahoma                  5            -             -      -            -          -      -        -       -      5
Kansas                    5            -             -      -            -          -      -        -       -      5
Nevada                    4            -             -      -            -          -      -        -       -      4
New Mexico                4            -             -      -            -          -      -        -       -      4
Nebraska                  4            -             -      -            -          -      -        -       -      4
Utah                      4            -             -      -            -          -      -        -       -      4
Alabama                   3            -             -      -            -          -      -        -       -      3
Mississippi               3            -             -      -            -          -      -        -       -      3
Idaho                     3            -             -      -            -          -      -        -       -      3
Washington, D.C           -            -             -      -            -          3      -        -       -      3
Iowa                      1            -             2      -            -          -      -        -       -      3
South Carolina            -            2             -      -            -          -      -        -       -      2
Washington                1            -             -      -            -          -      -        -       1      2
Indiana                   -            -             -      1            -          -      -        -       -      1
North Dakota              -            -             1      -            -          -      -        -       -      1
South Dakota              -            -             1      -            -          -      -        -       -      1
                                          ------------  -----  -----------             -----  -------  ------
Total                   162           56            37     24           14         22     16       15      14    360
                 ==========  ===========  ============  =====  ===========  =========  =====  =======  ======  =====
</TABLE>

     STORE  LAYOUT  AND  DESIGN.  The  average  size  of the Company's stores is
approximately  4,200  square  feet.  The Company has developed and implemented a
smaller  and  more  efficient  new store prototype, which is approximately 3,500
square  feet  in  size. 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. The OD's office is generally 1,300
square  feet and is, depending on state regulation, either in or adjacent to the
store.  Each  store follows a uniform merchandise layout plan, which is designed
to  emphasize  fashion,  invite  customer  browsing  and  enhance the customer's
shopping  experience.  Frames  are displayed in self-serve cases along the walls
and  on  tabletops  located  throughout  the  store  and are organized
                                        9
<PAGE>

by  gender  suitability  and  frame  style.  The Company believes its self-serve
displays  are  more effective than the less customer friendly 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.  Most  stores  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. Most stores have an OD, located in or adjacent to the
store, 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 80% 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  the  various applicable state regulations, the Company has a variety of
operating  structures.  Most of the ODs are either independent optometrists (the
"Independent  ODs"),  who  lease  space  in  or  adjacent to each store from the
Company  or landlord, or employees of the Company. Eighty-five of the stores are
owned by a professional corporation or other entity controlled by an OD (the "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).
Independent  ODs  who  lease  space  adjacent to or within a Company-owned store
represent  approximately  70%  of  the ODs and most pay the Company monthly rent
consisting  of  a  percentage of gross receipts, base rental or a combination of
both.  Approximately 24% of the ODs are employed by the OD PCs and the remaining
6%  are  employees  of  the  Company.

     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.
                                       10
<PAGE>

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 offers its 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  30%  of  the  frames  carry  designer  names such as Eddie Bauer,
Polo/Ralph  Lauren,  Laura  Ashley,  Guess  and  Chaps.  In  fiscal  2001, other
well-known  frame  manufacturers  supplied  over 10% of the Company's frames and
about 31% 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 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 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 $29.0 million,
or  8.6%  of  net  revenues,  in  fiscal 2001. The Company utilizes a variety of
advertising  media and promotions in order to
                                       11
<PAGE>

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 "See Better, Look
Better."  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.

STORE  EXPANSION

     The  Company  currently  plans  to  open  approximately  six  new stores in
existing  markets  during  2002  and  four  to five per year after 2002. The new
stores  are expected to have an on-site OD and a lens-processing laboratory. The
Company  uses  a  site  selection  model  utilizing  proprietary  software which
incorporates  industry  and  internally  generated  data.  The  Company  spends
approximately  $450,000  per  new  store  using  a  store  format  averaging
approximately  3,800  square feet and equipping each new store with standardized
fixtures  and  equipment.  In  addition,  pre-opening  costs average $12,000 and
initial  inventory  requirements  for  new  stores  average  $60,000,  of  which
approximately  40%  are  typically  financed  by  vendors.

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).  From  time  to  time,  competitors  have  launched
aggressive  promotional  programs, which have temporarily impacted the Company's
ability  to  achieve  comparable stores' sales growth and maintain gross margin.
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 four principal vendors
and  purchases  frames  from over twenty different vendors. In fiscal 2001, four
vendors collectively supplied approximately 65.2% of the frames purchased by the
Company.  One  vendor supplied over 47.6% 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 its relationships with its existing
vendors  are  satisfactory.  Management of the Company believes
                                       12
<PAGE>

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
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.

     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 and
treatment  of  eye  diseases would not be covered. Moreover, less than 1% of the
Company's  total  revenues are derived from traditional capitated managed vision
care  programs.  In  capitated  programs,  the Company is compensated by a third
party on a per member per month flat fee basis. Since the number of visits to an
OD  is  limited  to  annual  or bi-annual appointments, exam utilization is more
predictable.  As  a  result, costs to insurers are easier to quantify, generally
resulting  in  lower  capitation  risk. 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.

     Management  has  made  a  strategic  decision to pursue managed vision care
relationships  aggressively  in order to help grow the Company's retail business
and over the past five years has devoted significant management resources to the
development  of  this 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 certain HMOs and insurance
companies,  which  have  strengthened  the  Company's  ability to secure managed
vision  care
                                       13
<PAGE>

relationships,  and  (iii)  been  asked  to participate on numerous regional and
national  managed  vision  care  panels.

     As  of  December  29, 2001, the Company participated in managed vision care
programs  with  retail  sales  arising  from  managed vision care lives totaling
approximately  42.4% of optical sales for fiscal 2001 compared to 24% of optical
sales  for  fiscal 1998. Management believes that the increasing 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 who deliver superior
customer  service,  have strong local 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 price structure required by the managed vision
care  model.  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.

GOVERNMENT  REGULATION

     The  Company has several operating structures to address regulatory issues.
At  253 of the Company's stores, the Company or its landlord leases a portion of
the  store  or  adjacent  space  to  Independent  ODs.  The availability of such
professional  services in or adjacent to the Company's stores is critical to the
Company's  marketing  strategy.  At 85 of the stores, to address and comply with
certain  regulatory  restrictions,  the  OD  PCs  own  the stores (including the
practice  and  the  optical  retail  operations)  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
a  long-term  management  contract.  The  OD  PCs  employ  the  ODs.

     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 optometrists and
from  engaging  in  certain  financial arrangements, such as splitting fees 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  Company  currently  is  required  to maintain local and state business
licenses  to  operate. However, as a result of the capitation element of some of
its  managed  vision  care  relationships,
                                       14
<PAGE>

the  Company is required to obtain insurance licenses and to comply with certain
routine  insurance  laws and regulations as an insurer in order to offer managed
vision  care  programs directly to various employee groups. These insurance laws
require  that the Company make certain mandatory filings with the state relating
to  pertinent  financial information and quality of care standards. Violation of
any  of these laws or regulations could possibly result in the Company incurring
monetary  fines  and/or  other penalties. Management of the Company believes the
Company  is  currently  in  material compliance with these laws and regulations.

     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. 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
determiniation that the Company or any of the ODs is not in compliance with such
laws,  could  have  a  material  adverse  effect  on  the  Company.

TRADEMARK  AND  TRADE  NAMES

     The  Company's  superstores  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, "SlimLite" is the Company's trademark
for  its  line  of  lightweight plastic lenses. Other trademarks and trade names
used by the Company are "Master Eye Associates," "Master Eye Exam," "EyeMasters"
and  the  "eyeball"  mark  used in conjunction with the trade name "EyeMasters."

EMPLOYEES

     As  of  December  29,  2001,  the  Company  employed  approximately  4,000
employees.  Approximately  70  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, 2003.  The Company considers its relations with
its  employees  to  be  good.

                                       15
<PAGE>

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  described  below,  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.

INDUSTRY

     OVERVIEW.  Optical  retail sales in the United States totaled $15.9 billion
in 2001, according to industry sources. 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
2.0%  and  in 2001, the optical retail market declined 4.0%.  A leading industry
publication  projects  optical  retail  chains will have only a 2.4% increase in
growth  and  a  1.0%  overall  growth  rate  in  the  optical  industry in 2002.

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

<TABLE>

<CAPTION>

                         U.S. OPTICAL RETAIL SALES BY SECTOR 1992 2001
                                     (DOLLARS IN BILLIONS)


<S>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
                                                                                          2001
                    1992   1993   1994   1995   1996   1997   1998   1999   2000   2001  SHARE
                   -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ------

Lenses/treatments  $ 5.6  $ 6.0  $ 6.5  $ 6.8  $ 7.2  $ 7.6  $ 7.9  $ 8.0  $ 8.3  $ 8.1   50.9%
Frames               4.0    4.1    4.1    4.4    4.6    5.0    5.2    5.3    5.5    5.2   32.7%
Sunglasses           0.5    0.5    0.5    0.7    0.8    0.9    0.8    0.7    0.7    0.6    3.8%
Contact lenses       1.8    1.7    1.8    1.9    1.9    1.9    1.9    2.0    2.0    2.0   12.6%
                   -----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ------
                   $11.9  $12.3  $12.9  $13.8  $14.5  $15.4  $15.8  $16.0  $16.5  $15.9  100.0%
                   =====  =====  =====  =====  =====  =====  =====  =====  =====  =====  ======
</TABLE>

     DISTRIBUTION. Eye care services in the United States are delivered by local
providers  consisting of approximately 65,000 opticians, 31,000 optometrists and
16,500  ophthalmologists.  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 2001, optical retail chains accounted for approximately
34.0%
                                       16
<PAGE>

of  the  total  market,  while independent practitioners comprised approximately
56.6%  and  other  distribution channels represented approximately 9.4%. 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 56.6% between 1996 and 2001, while optical
retail  chains' market share increased over the same period from 31.3% to 34.0%.

     INDEPENDENT  PRACTITIONERS.  In 2001, independent practitioners represented
$9.0  billion  of eyewear retail sales, or 56.6% of the industry's total optical
retail sales volume of $15.9 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
includes  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  to  a  more  competitive  marketplace.
Independent  practitioners' market share has declined from approximately 100% in
1974  to  56.6%  in  2001,  dropping 6.4% from 1996 to 2001. For the reasons set
forth above, management believes that independent practitioners will continue to
lose  market  share  over  the  next  several  years.

     OPTICAL RETAIL CHAINS. Optical retail chains represented 34.0% of the total
optical  retail  market  in  2001. Over the past four years, the top one hundred
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 retail optical 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. Warehouse
clubs  and  mass merchandisers' market share increased from 4.2% in 1996 to 6.9%
in  2001.

     OTHER.  Other  participants  in  the optical retail market include HMOs and
school-controlled  dispensaries.  In  2001,  other  participants  represented
approximately  2.5%  of  the  total  optical  retail
                                       17
<PAGE>

market.

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

     Demographics.  Approximately  60%  of  the  U.S. population, or 160 million
individuals,  and  nearly 95% of people over the age of forty-five, require some
form  of  corrective  eyewear.  In  addition  to  their  higher  utilization  of
corrective  eyewear, the over forty-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. In
1996,  the  over  forty-five  segment represented 58% of retail optical spending
despite  representing  just  33%  of  the  U.S.  population.  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 $5.0
billion  (or approximately 30% of the market) in 1997, 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  who  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 2000, the top ten optical
retail  chains  represented  approximately  24.5% of the total optical market as
compared  to  18.0%  in  1998.  The remainder of the market included independent
practitioners,  smaller  chains,  warehouse  clubs  and  mass  merchandisers.
Independent practitioners' market share dropped from 63.0% to 56.6% between 1996
and  2001,  while  optical  retail  chains' market share increased over the same
period  from  31.3%  to 34.0%. 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, yielding higher margins than
traditional  lenses. The average retail price for all lenses and lens treatments
has  increased  from

                                       18
<PAGE>

$88 to $106 between 1995 and 2001, 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  $82,  due in large part to both
technological  innovation and an evolving customer preference for higher priced,
branded  frames. The 1995 to 2000 historical average growth rates for lenses and
frames  were  5% and 12%, respectively, while the 2001 average growth rates were
1%  and  1% respectively. Management believes this decline in the growth rate is
more  related  to  the  state of the economy than changes in consumer purchases.

     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  1.8  million  laser  vision  correction  surgery
procedures  being  performed  in 2001.  Despite this rapid growth, the number of
vision  correction  surgery patients in 1999 represented 0.3% of the 161 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.


ITEM  2.  PROPERTIES

     As  of March 15, 2002, the Company operated or managed 360 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 percentage rent based on gross receipts in excess of a base rent.
The  Company  subleases  a  portion  of  substantially  all of the stores or the
landlord  leases  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 character of the
Company's  stores  is  described  in  Item  1  of  this  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 seven-year lease commencing in February
1997.  The  Company  believes  central  distribution improves efficiency through
better  inventory  management  and  streamlined  purchasing.

                                       19
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS

     The  Company is a party to routine litigation in the ordinary course of its
business.  Except  for  the  matters  set  forth below, 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  11, 2001, the Company held its Annual Meeting of Shareholders
in  San Antonio, Texas.  The following six directors were unanimously elected by
the shareholders to serve a one year term to conclude at the next Annual Meeting
of  Shareholders:

     Bernard  W.  Andrews
     Anthony  J.  DiNovi
     Warren  C.  Smith
     Charles  A.  Brizius
     Norman  S.  Matthews
     Antoine  G.  Treuille

                                       20
<PAGE>
                                     PART II

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

     The Common Stock, par value $.01 per share, of the Company is not traded on
any established public trading market. There are 14 holders of the Common Stock.
No  dividends  were  paid  in  fiscal  2000  or 2001 and payment of dividends is
restricted  by  the  Indenture  governing  the  Exchange  Notes  (as  defined in
Management  Discussion  and  Analysis  -  Liquidity  and  Capital  Resources).
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 1997 or fiscal 1997, 1998 or fiscal 1998, 1999 or
fiscal  1999,  2000  or fiscal 2000 and 2001 or fiscal 2001 relate to the fiscal
years ended January 3, 1998, January 2, 1999, January 1, 2000, December 30, 2000
and  December  29,  2001,  respectively.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                     January 3,    January 2,    January 1,    December 30,    December 29,
                                                        1998          1999          2000           2000            2001
                                                    ------------  ------------  ------------  --------------  --------------
<S>                                                 <C>           <C>           <C>           <C>             <C>
STATEMENT OF OPERATIONS DATA:
Net revenues                                        $   219,611   $   237,851   $   293,795   $     338,457   $     336,034
Operating costs and expenses:
   Cost of goods sold                                    77,134        80,636        98,184         107,449         104,446
   Selling, general and administrative                  120,319       132,390       170,146         204,365         203,187
   Recapitalization and other expenses                        -        25,803             -               -               -
   Store closure expense                                      -             -             -           3,580               -
   Amortization of intangible assets                      2,870         3,705         5,653           9,137           8,697
                                                    ------------  ------------  ------------  --------------  --------------
   Total costs and expenses                             200,323       242,534       273,983         324,531         316,330
                                                    ------------  ------------  ------------  --------------  --------------
Operating income (loss)                                  19,288        (4,683)       19,812          13,926          19,704
Interest expense, net                                    13,738        19,159        24,685          28,694          27,537
In-substance defeased bonds interest expense, net             -         2,418             -               -               -
                                                    ------------  ------------  ------------  --------------  --------------
Income (loss) before income taxes                         5,550       (26,260)       (4,873)        (14,768)         (7,833)
Income tax expense                                          335            13           384             766           1,239
                                                    ------------  ------------  ------------  --------------  --------------
Net income (loss) before extraordinary item               5,215       (26,273)       (5,257)        (15,534)         (9,072)
Cumulative effect of change in acct principle                 -             -           491               -               -
Extraordinary loss                                            -         8,355             -               -               -
                                                    ------------  ------------  ------------  --------------  --------------
Net income (loss)                                   $     5,215   $   (34,628)  $    (5,748)  $     (15,534)  $      (9,072)
                                                    ============  ============  ============  ==============  ==============
OTHER FINANCIAL DATA:
Depreciation and amortization                       $    15,001   $    16,050   $    22,754   $      29,600   $      29,047
Capital expenditures                                      9,470        20,656        19,920          18,932          10,559
Gross Margin %                                             64.9%         66.1%         66.6%           68.3%           68.9%
Total Assets                                        $   180,144   $   222,907   $   261,678   $     250,920   $     225,013
Long Term Obligations(a)                            $   133,263   $   248,757   $   279,480   $     285,607   $     267,903
Ratio of earnings to fixed charges(b)                     1.27x         0.14x         0.85x           0.62x           0.79x
MISCELLANEOUS DATA:
EBITDA  (c)                                         $    34,289   $    37,170   $    42,386   $      47,107   $      48,751
EBITDA margin %                                           15.60%        15.60%        14.40%          13.90%          14.51%
Comparable store sales growth (d)                          3.80%         1.10%         1.10%           0.90%          -1.40%
End of period stores                                        239           270           361             361             359
Sales per store (e)                                 $       995   $     1,007   $       987   $         940   $         935
</TABLE>

                                       21
<PAGE>

(A)  Long-term  obligations  include  redeemable  preferred stock of $12,117 for
     fiscal  1997.

(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)  EBITDA  represents  consolidated net income (loss) before interest expense,
     income  taxes,  depreciation  and  amortization (other than amortization of
     store  pre-opening  costs),  recapitalization  and other expenses and store
     closure  expense.  The  Company  has included information concerning EBITDA
     because it believes that EBITDA is used by certain investors as one measure
     of a company's historical ability to fund operations and meet its financial
     obligations.  EBITDA should not be considered as an alternative to, or more
     meaningful than, operating income (loss) or net income (loss) in accordance
     with  generally  accepted  accounting  principals  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.

(d)  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.

(e)  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.

(f)  All  dollars  are  in  thousands.

                                       22
<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 360 stores, 291 of which are
optical  superstores.  The  Company  operates predominately under the trade name
"EyeMasters,"  and  in  certain  geographical  regions  under  the  trade  names
"Binyon's,"  "Visionworks," "Hour Eyes," "Dr. Bizer's VisionWorld," "Dr. Bizer's
ValuVision,"  "Doctor's  ValuVision," "Stein Optical," "Vision World," "Doctor's
VisionWorks"  and  "Eye  DRx."  The  Company operates in the $5.4 billion retail
optical  chain  sector  of  the  $15.9 billion optical retail market. Management
believes  that  key  drivers of growth for retail optical chains include (i) the
aging of the United States population, (ii) the increased role of managed vision
care,  (iii) the consolidation of the industry, (iv) new product innovations and
(v)  the  greater  frequency  of  eyewear  purchases.

     The  industry  is  highly  fragmented  and  is  undergoing  significant
consolidation.  See  the discussion under the heading "Industry" within "ITEM 1.
BUSINESS."  The  Company  has  consummated  and  integrated  four  acquisitions.

-    In  September  1996,  the  Company consummated the Visionworks Acquisition.
-    In  September  1997,  the Company consummated the Hour Eyes Acquisition and
     simultaneously  entered into a long-term business management agreement with
     the PC to manage an additional twelve Hour Eyes optical stores in Virginia.
-    In  September  1998,  the  Company  consummated  the  Bizer Acquisition and
     simultaneously  entered into a long-term business management agreement with
     the  Bizer  OD  to  manage  the  nineteen  stores primarily in Kentucky and
     Tennessee.
-    In  August  1999,  the  Company  consummated  the Vision 21 Acquisition and
     simultaneously  entered  into a long-term management agreement with the VTO
     OD  to  manage  the  nineteen  Eye  DRx  stores  in  New  Jersey.

     Management  believes  that optical retail sales through managed vision care
programs  will  continue  to  increase over the next several years. As a result,
management  has  made  a  strategic  decision  to  pursue  managed  vision  care
relationships  aggressively  in order to help the Company's retail business grow
and over the past five years has devoted significant management resources to the
development  of its managed vision care business. While the average ticket price
on products purchased under managed vision care reimbursement plans is typically
lower,  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 2001, approximately 42.4% of the Company's
total  revenues  were  derived  from  managed  vision  care programs. Management
believes  that  the  increasing  role  of  managed  vision care will continue to
benefit  the  Company  and  other  large retail optical chains with strong local
market  shares,  broad  geographic  coverage  and  sophisticated  information
management  and  billing  systems.

                                       23
<PAGE>


     The Company uses a 52 or 53 week fiscal year ending on the Saturday closest
to  December 31, with monthly results on a 4-4-5 week basis each quarter. Fiscal
1998,  1999,  2000  and  2001  were  52  week fiscal years and fiscal 1997 was a
53-week  year.

     On  March  6, 1998, Merger Corp., THL Co., and the Company entered into the
Recapitalization  Agreement  providing  for,  among  other things, the merger of
Merger  Corp.  with  and  into  the  Company.  Upon  consummation  of  the
Recapitalization  on April 24, 1998, THL owned approximately 89.7% of the issued
and  outstanding  shares  of  Common Stock of the Company, 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.

     In fiscal 2002, the Company adopted a new accounting standard, SFAS No. 142
"Goodwill  and  Other  Intangibles,"  in  which goodwill is no longer subject to
amortization  over  its estimated useful life. Rather, goodwill is subject to at
least  an annual assessment for impairment applying a fair-value based test. The
Company's  future  results  of  operations  will  be  positively impacted as its
amortization  expense  is  significantly  reduced;  however,  EBITDA will not be
impacted  as  the  amortization  charges  were  not  previously  included in the
calculation. The Company performed the first of the required impairment tests of
goodwill  as  of  December  30,  2001,  and based upon its analysis, the Company
believes  that  no  impairment  of  goodwill  exists.

                                       24
<PAGE>

     The  following  is  a discussion of certain factors affecting the Company's
results  of  operations  from  fiscal  1999 to fiscal 2001 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.

     RESULTS  OF  OPERATIONS
<TABLE>

<CAPTION>

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

<S>                                                   <C>                 <C>     <C>
                                                                    Fiscal Year Ended
                                                                    ------------------
                                                                   1999    2000    2001
                                                      ------------------  ------  ------
Net Revenues:
Optical sales                                                      99.0%   99.2%   99.0%
Management fee                                                      1.0     0.8     1.0
                                                      ------------------  ------  ------
Total net revenues                                                100.0   100.0   100.0

Operating costs and expenses:
Cost of goods sold (a)                                             33.8    32.0    31.4
Selling, general and administrative expenses (a)                   58.5    60.9    61.1
Store closure expenses                                                -     1.1       -
Amortization of intangibles                                         1.9     2.7     2.6
                                                      ------------------  ------  ------

Total operating costs and expenses                                 94.2    96.7    94.1
                                                      ------------------  ------  ------
Income from operations                                              5.8     3.3     5.9
Interest expense, net                                               8.4     8.5     8.2
                                                      ------------------  ------  ------
Loss before income taxes                                           (2.6)   (5.2)   (2.3)
Income tax expense                                                  0.1     0.2     0.4
                                                      ------------------  ------  ------
Net loss before extraordinary item                                 (2.7)   (5.4)   (2.7)
Cumulative effect of change in accounting principle                 0.2       -       -
                                                      ------------------  ------  ------
Net loss                                                           (2.9)   (5.4)   (2.7)
                                                      ==================  ======  ======

EBITDA margin                                                      14.4%   13.9%   14.5%
</TABLE>
(a)  Percentages  based  on  optical  sales  only


FISCAL  2001  COMPARED  TO  FISCAL  2000

     Net  Revenues.  The decrease in net revenues to $336.0 million in 2001 from
$338.5 million in fiscal 2000 was largely the result of a decrease in comparable
store  sales  of  1.4%. Comparable transactions were relatively flat and average
ticket prices decreased compared to the prior year.  In addition, managed vision
care  sales  increased  in  fiscal  2001 as compared to fiscal 2000. The Company
opened  eight  stores  and  closed  ten  stores  in  fiscal  2001.

     Gross  Profit. Gross profit increased to $231.6 million in fiscal 2001 from
$231.0  million  in  fiscal  2000. Gross profit as a percentage of optical sales
increased  to 68.6% ($228.1 million) in fiscal 2001 as compared to 68.0% ($228.2
million)  in fiscal 2000. This percentage increase was primarily due to improved
buying  efficiencies,  primarily  in  frames  and  contact  lenses.

                                       25
<PAGE>

     Selling  General & Administrative Expenses (SG&A). SG&A decreased to $203.2
million  in  fiscal  2001  from  $204.4  in fiscal 2000. SG&A as a percentage of
optical  sales increased to 61.1% in fiscal 2001 from 60.9% in fiscal 2000. This
percentage  increase was due primarily to an increase in doctor payroll expenses
and  occupancy  expenses  offset  by  advertising  buying  efficiencies.  The
advertising savings were related to a change in media buying which produced more
media  coverage  at  a  lower  cost.

     Amortization  Expense.  Amortization  expense decreased to $8.7 million for
fiscal  2001  from  $9.1  million  in  fiscal  2000.

     Net  Interest  Expense. Net interest expense decreased to $27.5 million for
fiscal  2001 from $28.7 million for fiscal 2000. This decrease was primarily due
to  the  overall  decline  in  market  interest  rates  in  2001.

FISCAL  2000  COMPARED  TO  FISCAL  1999

     Net  Revenues.  The increase in net revenues to $338.5 million in 2000 from
$293.8  million  in  fiscal  1999  was  largely  the  result  of  the VTO Retail
Acquisition  and an increase in comparable store sales of 0.9%. This acquisition
resulted  in  an  increase  in  net  revenues  of $34.7 million for fiscal 2000.
Comparable  transactions  were  relatively  flat,  and  average  ticket  prices
increased  compared  to  the  prior year.  The Company opened fifteen stores and
closed  fifteen  stores in fiscal 2000 for a net zero change in its store count.

     Gross  Profit. Gross profit increased to $231.0 million in fiscal 2000 from
$195.6  million  in  fiscal  1999. Gross profit as a percentage of optical sales
increased  to 68.0% ($228.2 million) in fiscal 2000 as compared to 66.2% ($192.6
million)  in fiscal 1999. This percentage increase was primarily due to improved
buying  efficiencies,  primarily  in  lenses.

     Selling  General & Administrative Expenses (SG&A). SG&A increased to $204.4
million  in  fiscal  2000  from  $170.1  in fiscal 1999. SG&A as a percentage of
optical  sales increased to 60.9% in fiscal 2000 from 58.5% in fiscal 1999. This
percentage  increase  was  due  primarily  to  the  inclusion  of doctor payroll
expenses  for  the  stores  acquired  through  the  VTO  Retail  Acquisition and
increases  in  occupancy  expenses.

     Store  Closure  Expenses.  In  connection  with a comprehensive operational
review during the third quarter of 2000, the Company's management identified ten
existing  stores  which were unprofitable and five undeveloped lease sites which
did not fit into the Company's future business plan.  Management determined that
the ten existing stores should be closed and the leases at the undeveloped sites
should  be  terminated.  Nine of these stores were closed in fiscal 2000 and the
tenth  was  closed  in  January  2001.  A charge of $3.6 million was recorded to
reflect the necessary write-off of related assets and expenses to be incurred in
the closing of these locations.  The charge consists of $1.4 million in goodwill
associated  with  two of the identified stores that were acquired by the Company
through  the  Company's  various  acquisitions,  $1.4  million  in  leasehold
improvements at the stores and $0.8 million in estimated lease buy-out payments.
The  comprehensive  operating  review  and  resulting  store  closures and lease

                                       26
<PAGE>

terminations  were  not  part  of  management's  constant  evaluation  of  the
performance of its stores in which, through the course of ongoing operations, it
periodically  decides not to renew certain leases or to relocate certain stores.

     Amortization  Expense.  Amortization  expense increased to $9.1 million for
fiscal  2000  from  $5.7  million  in  fiscal  1999.  This  increase  was due to
amortization  of  the  goodwill,  noncompete  agreement  and  Strategic Alliance
Agreement  assets  related  to  the  VTO Retail Acquisition, which were recorded
during  the  third  quarter  of  fiscal  1999.

     Net  Interest  Expense. Net interest expense increased to $28.7 million for
fiscal  2000  from  $24.7  million for fiscal 1999. This increase was due to the
increased  borrowings  made  in  connection  with  the  VTO  Retail Acquisition.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  flows  from operating activities provided net cash for 2001, 2000 and
1999  of  $27.4  million,  $11.2 million and $15.3 million, respectively.  As of
December  29,  2001,  the Company had $3.4 million of cash available to meet the
Company's  obligations.

     Capital  expenditures  for  2001,  2000  and 1999 were $10.6 million, $18.9
million  and  $19.9  million,  respectively.  Capital  expenditures for 2002 are
projected  to be approximately $9.5 million. Capital expenditures are related to
the  construction  of  new  stores, the repositioning of existing stores in some
markets  and  the purchase of new computer systems for the stores. These capital
expenditures  include  leasehold  improvements, laboratory, equipment, furniture
and fixtures, doctors' equipment, point-of-sale equipment, and computer hardware
and  software.

     On April 24, 1998, the Company entered into a credit agreement (the "Credit
Facility") which consists of (i) the $55.0 million term loan facility (the "Term
Loan  Facility");  (ii)  the  $35.0  million  revolving  credit  facility  (the
"Revolving  Credit Facility"); and (iii) the $100.0 million acquisition facility
(the  "Acquisition  Facility"). The proceeds of the Credit Facility were used to
pay  long  term debt outstanding under the previous credit facility. At December
29,  2001,  the  Company  had  $33.0  million  outstanding  under  the Term Loan
Facility,  $21.5  million  outstanding  under the Revolving Credit Facility, and
$67.9  million outstanding under the Acquisition Facility which funded the Bizer
Acquisition  and  the  VTO Retail Acquisition. On December 27, 2000, the Company
amended  the  Credit  Facility.  As  a  result  of  the  amendment to the Credit
Facility,  interest  on  borrowings  was  increased by 100 basis points from the
original  interest rates under the amended Credit Facility and various financial
covenants  and scheduled principal payments were revised.  Borrowings made under
the  Credit  Facility  (as  amended)  bear  interest  at a rate equal to, at the
Company's  option, LIBOR plus 2.25% to 3.25% or the Base Rate (as defined in the
Credit  Facility)  plus  1.25%  to  2.25%.   At December 29, 2001, the Company's
Credit  Facility bore interest at LIBOR plus 3.25% and the Base Rate plus 2.25%.
Under  the  amended  Credit  Facility, the Term Loan Facility matures five years
from  the  closing  date  of  the Credit Facility, the $33.0 million outstanding
balance  will  amortize  quarterly  in  aggregate  annual  principal  amounts of
approximately,  $12.8  million and $20.2 million, respectively, for fiscal years
2002  through  2003.

                                       27
<PAGE>

     In  connection  with  the  Recapitalization,  the  Company completed a debt
offering  of  (the  Initial  Notes,  consisting  of the Fixed Rate Notes and the
Floating  Rate Notes. Interest on the Initial Notes' was payable semiannually on
each May 1 and November 1, commencing on November 1, 1998. Interest on the Fixed
Rate Notes accrued at the rate of 9 1/8% per annum. The Floating Rate Notes bore
interest at a rate per annum, reset semiannually, and equal to LIBOR (as defined
in the Indenture) plus 3.98%. The Initial Notes were not entitled to the benefit
of  any  mandatory sinking fund. For discussion of restrictions on subsidiaries,
see  Note  8  to  the  December  29,  2001  Consolidated  Financial  Statements.

     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.

     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
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.

     The Company anticipates that cash from operations and funds available under
the  Revolving  Credit  Facility  will  be  sufficient  to finance the Company's
continuing  operations  and  projected  capital  expenditures  and  to  make all
required  payments  of  principal and interest on the Exchange Notes through the
next  twelve  months.  The  ability  of  the  Company  to  satisfy its financial
covenants  within its amended Credit Facility, meet its debt service obligations
and  reduce its debt will be dependent on the future performance of the Company,
which  inturn,  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 Exchange Notes and amounts
outstanding  under the Revolving Credit Facility and the Acquisition Facility at
maturity  will  likely  require  additional  financing.

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.

                                       28
<PAGE>

SEASONALITY  AND  QUARTERLY  RESULTS

     The  Company's  sales  fluctuate  seasonally.  Historically,  the Company's
highest  sales  and earnings occur in the first and third quarters. In addition,
quarterly  results are affected by the Company's growth: new store openings, the
Visionworks  Acquisition,  the  Hour Eyes Acquisition, the Bizer Acquisition and
VTO  Retail Acquisition. Hence, quarterly results are not necessarily indicative
of  results  for  the  entire  year.

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 29, 2001, $172.0
million  of  the  Company's  long-term  debt  bore  interest  at variable rates.
Accordingly,  the Company's net income is affected by changes in interest rates.
Assuming  a  two  hundred  basis  point change in the 2001 average interest rate
under  the  $172.0  million  in  borrowings, the Company's 2001 interest expense
would  have  changed  approximately  $3.4  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.

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

     None.

                                       29
<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       59  President and Chief Executive Officer
Alan E. Wiley          54  Executive Vice President, Chief Financial Officer,
                           President of Managed Vision Care, Secretary and Treasurer
George E. Gebhardt     51  Executive Vice President of Merchandising, Marketing and Distribution
Bernard W. Andrews     60  Chairman
Charles A. Brizius     33  Director
Anthony J. DiNovi      39  Director
Norman S. Matthews     68  Director
Warren C. Smith, Jr.   45  Director
Antoine G. Treuille    52  Director
</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. 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.

     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.

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

                                       30
<PAGE>

     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.

     Bernard  W. Andrews retired as Chief Executive Officer in July 2001 and now
serves  as the Company's Chairman of the Board, a position he has held since the
consummation of the Recapitalization. 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.

     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  is  also  a  Director  of  Finlay
Enterprises,  Inc., Toys "R" Us, Inc., The Progressive Corporation, Sunoco, Inc.
and  Lechters,  Inc.

     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. He was previously Managing Director
of  Financo,  Inc., an investment bank, from March 1998 until 1999. Mr. Treuille
has  served  as President of Charter Pacific Corp. since May 1996. Prior to this
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 also
serves  as  a  Director  of  ERAMET  and  Special  Metals  Corp.

     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 also serves as a
Director  of  Fisher  Scientific International, Inc., Fair Point Communications,
Inc.,  US  LEC  Corporation,  Vertis,  Inc.  and  various  private  companies.

     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 also serves as a Director
of  Rayovac  Corporation  and  Finlay  Enterprises,  Inc.

                                       31
<PAGE>

     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 Vice
President.  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  also serves as a Director of TransWestern Publishing, L.P., United
Industries  Corporation  and  Big  V  Supermarkets,  Inc.

                                       32
<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 2001 (the "Named Executive Officers").

<TABLE>

<CAPTION>

                                           SUMMARY COMPENSATION TABLE


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

David E. McComas                  2001        399,109      112,500              -              -              -
   President and Chief            2000        349,836            -              -              -              -
   Executive Officer              1999        340,800       75,000              -              -              -

Alan E. Wiley                     2001        258,038       68,750              -              -              -
   Executive Vice President,      2000        241,982            -              -              -              -
   Chief Financial Officer,       1999        226,269       73,508         75,991              -              -
   President of Managed Vision
   Care, Secretary and Treasurer

George E. Gebhardt                2001        223,692       25,000              -              -              -
   Executive Vice President of    2000        215,192            -              -              -              -
   Merchandising, Marketing and   1999        206,769       40,000              -              -              -
   Distribution

Bernard W. Andrews                2001        359,616            -              -              -          6,236
   Chairman of the Board          2000        582,695            -              -              -          5,654
                                  1999        530,774      100,000              -              -          5,211

Michele Benoit (e)                2001        152,231            -              -              -              -
   Senior Vice President of       2000        147,077            -              -              -              -
   Human Resources                1999        140,923       25,000              -              -              -

____________
<FN>

(a)  Represents  annual salary, including any compensation deferred by the Named
     Executive Officer pursuant to the Company 401(k) defined contribution plan.
(b)  Represents  annual  bonus  earned  by  the  Named Executive Officer for the
     relevant  fiscal  year.
(c)  Except  with Respect to Mr. Alan E. Wiley for 1999, 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.
     Of  the  total  other  annual  compensation  received by Mr. Wiley in 1999,
     $68,791 related to relocation expenses paid by the Company on behalf of Mr.
     Wiley.
(d)  During  2001,  2000  and  1999, the Company paid $6,236, $5,654 and $5,211,
     respectively,  for  premiums  for  term  life  insurance  for  Mr. Andrews.
(e)  Ms.  Benoit  tendered  her  resignation  in  January  2002.
</TABLE>

                                       33
<PAGE>

     STOCK  OPTION  GRANTS.  The  Named Executive Officers have not been granted
any  options  or  SARs  in  fiscal  2001.

     STOCK  OPTION  EXERCISES  AND HOLDINGS TABLE. 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.  Therefore, the Named Executive Officers did not
hold  any  unexercised  options  as  of  December  29,  2001.

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
of  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.

DIRECTOR  COMPENSATION

     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,  $250,000 per year ($500,000 before the amendment on December 31,
2000),  plus  expenses  for management and other consulting services provided to
the  Company.  See  "Item  13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

     The Company entered into a three year consulting agreement (the "Consulting
Agreement"), effective as of the closing of the Recapitalization, with Norman S.
Matthews, which provides for the payment of an annual consulting fee of $50,000.
The  Consulting  Agreement  provides for the grant to Mr. Matthews, concurrently
with  the  closing  of  the  Recapitalization,  of an option to purchase 110,000
shares  as of the closing of the Recapitalization, 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 replacement options were issued on
January  8,  2002. Antoine Treuille was granted a replacement option to purchase
15,000  shares  of  Common  Stock  and Norman Matthews was granted a replacement
option  to  purchase 111,412 shares of Common Stock. The replacement

                                       34
<PAGE>

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. In addition, Antoine Treuille receives $10,000
per year for his services. Mr. Treuille received 5,000 options in 1998, 1999 and
2000  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
replacement  options  were  issued  in January 2002. The replacement options are
subject  to  a three year vesting schedule and are at an exercise price of $5.00
per  share.  Except with respect to the consulting fee paid to Mr. Matthews, the
annual  payment  paid  to  Mr.  Treuille and the management fee paid to THL Co.,
during  fiscal  2001  none  of  the  directors  of  the  Company  received  any
compensation  for  their  services  as  directors  of  the  Company.

EMPLOYMENT  AGREEMENTS

     On  July  2, 2001, the Company announced that Bernard W. Andrews retired as
Chief  Executive Officer of the Company.  David E. McComas, previously President
and Chief Operating Officer succeeded Mr. Andrews as Chief Executive Officer and
became  a director, on July 2, 2001.  Mr. Andrews continues to serve as Chairman
of  the  Board.

     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  $450,000  during the first year and $500,000 during the second year.
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  twelve 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  four  year  period.

     Under  the  terms  of  his employment agreement, Mr. 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.

     The  remaining  executive  officers  are  each subject to annual employment
agreements  that

                                       35
<PAGE>

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 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, 2002, options to purchase 881,775
shares  of  Common  Stock  were outstanding. Of the outstanding options, 854,775
were  replacement  options  issued  in  relation to the Cancellation Agreements.
Subject  to  acceleration under certain circumstances, these options vest over a
four-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  27,000  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 is $5.00. Generally, all unvested
options  will  be  forfeited  upon  termination  of  employment.

     COMPENSATION  COMMITTEE  INTERLOCKS AND INSIDER PARTICIPATION. During 2001,
the Compensation Committee consisted of Messrs. Matthews, DiNovi and Smith, none
of  whom  were  an  officer  or  employee  of  the  Company.


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, 2002 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.

                                       36
<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
Bernard W. Andrews (e)                                                          223,068           *
David E. McComas (f)                                                            112,015           *
Norman S. Matthews (g)                                                           75,398           *
Antoine G. Treuille (h)                                                          14,028           *
George E. Gebhardt (i)                                                           48,999           *
Alan E. Wiley(j)                                                                 35,606           *
Anthony J. DiNovi (b)                                                         6,664,800        90.1
Warren C. Smith (b)                                                           6,664,800        90.1
Charles A. Brizius (b)                                                        6,664,800        90.1
All directors and executive officers of the Company as a group (11)(b)(d)     7,173,914        94.1
<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  214,154 shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2002).
(e)  Includes  30,948  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2002). Excludes 250,327 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2002).
(f)   Includes  88,000  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2002). Excludes 112,000 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2001).
(g)  Includes  55,706  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2002).  Excludes 55,706 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2001).
(h)  Includes  7,500  shares  issuable pursuant to presently exercisable options
     (or those exercisable prior to May 1, 2002). Excludes 7,500 shares issuable
     pursuant  to  options  which  are not currently exercisable (or exercisable
     prior  to  May  1,  2002).
(i)   Includes  14,000  shares issuable pursuant to presently exercisable options
     (or  those  exercisable  prior  to  May  1,  2002).  Excludes 36,000 shares
     issuable  pursuant  to  options  which  are  not  currently exercisable (or
     exercisable  prior  to  May  1,  2002).
(j)  Includes  26,000  shares issuable pursuant to presently exercisable options
     or those exercisable prior to May 1, 2002). Excludes 39,000 shares issuable
     pursuant  to  options  which  are not currently exercisable (or exercisable
     prior  to  May  1,  2001).
</TABLE>

                                       37
<PAGE>

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  and  the  other  shareholders  of  the Company upon the
consummation  of  the Recapitalization. Pursuant to the Stockholders' Agreement,
the  shareholders  are  required  to  vote  their shares of capital stock of the
Company  to  elect  a  Board of Directors of the Company consisting of directors
designated  by  THL.  The  Stockholders'  Agreement also grants THL 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.

                                       38
<PAGE>

                                     PART IV

ITEM  14.     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 30, 2000 and December 29, 2001                    F-3

     Consolidated Statements of Operations for the Years Ended January1, 2000,
     December 30, 2000 and December 29, 2001                                                   F-4

     Consolidated Statements of ShareholdersDeficit January1, 2000,
     December 30, 2000 and December 29, 2001                                                   F-5

     Consolidated Statements of Cash Flows January1, 2000,
     December 30, 2000 and December 29, 2001                                                   F-6

     Notes to the Consolidated Financial Statements                                            F-8

 2.  FINANCIAL STATEMENT SCHEDULES

     Schedule II Consolidated Valuation and Qualifying Accounts For the Years Ended
     January1, 2000, December 30, 2000 and December 29, 2001                                   F-39

 3.  EXHIBITS

        2.1    Stock Purchase Agreement dated August15, 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 September30 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 March6, 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 April23,
               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 April24,
               1998 among ECCA Merger Corp., Eye Care Centers of America, Inc. and
               the sellers listed therein. (a)
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>

<C>   <S>

 2.6  Articles of Merger of ECCA Merger Corp. with and into Eye Care Centers
      of America, Inc. dated April24, 1998. (a)

 2.7  Master Asset Purchase Agreement, dated as of August22, 1998,
      by and among Eye Care Centers of America, Inc., Mark E. Lynn, Dr. Mark Lynn &
      Associates, PLLC, Dr. BizerVision World, PLLC and its affiliates. (a)
      Amendment No. 1 to Retail Business Management Agreement by and
      between Visionary Retail Management, Inc. and Dr. Mark Lynn &
      Associates, PLLC dated June 1, 1999. (j)  Amendment No. 1 to Professional
      Business Management Agreement by and between Visionary MSO, Inc. and
      Dr. Mark Lynn & Associates, PLLC dated June 1, 1999. (j)  Amendment No.
      1 to Professional Business Management Agreement by and between
      Visionary MSO, Inc. and Dr. Mark Lynn & Associates, PLLC dated August
      1, 2000. (j)  Amendment No. 1 to Retail Business Management Agreement
      by and between Visionary Retail Management, Inc. and Dr. Mark Lynn &
      Associates, PLLC dated August 31, 2000. (j)

 2.8  Letter Agreement, dated October1, 1998, amending and modifying that
      certain Master Asset Purchase Agreement, dated as of August22, 1998, by
      and among Eye Care Centers of America, Inc.; Mark E. Lynn; Dr. Mark
      Lynn & Associates, PLLC, Dr. BizerVisionWorld, PLLC and its affiliates. (a)

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

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)

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

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

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

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

                                       40
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

  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 April24, 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 StockholdersAgreement dated as of April24, 1998 by and among
       Eye Care of America, Inc. and the shareholders listed therein. (a)

 10.2  1998 Stock Option Plan. (a)

 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  Form of Employment Agreement dated January1, 1998 between Eye Care
       Centers of America, Inc. and George Gebhardt. (a)

 10.6  Management Agreement, dated as of April24, 1998, by and between
       Thomas H. Lee Company and Eye Care Centers of America, Inc. (a)

10.7 Retail  Business  Management  Agreement,  dated  September30,  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 September30, 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 May29, 1997 by and between Eye
       Care Centers of America, Inc. and JDB Real Properties, Inc. (a)

10.10  Contract for Purchase and Sale dated May29, 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)
</TABLE>

                                       41
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

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)

10.15  Master Lease Agreement, dated August12, 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 April23, 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 April24, 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 April24, 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 Company1998 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 Company1998 Stock Option Plan. (k)

10.22  Retail Business Management Agreement, dated October1, 1998, by and
       between Visionary Retail Management, Inc., a Delaware corporation, and
       Dr. Mark Lynn & Associates, PLLC, a Kentucky professional
       limited liability company. * (b)

10.23  Professional Business Management Agreement, dated October1, 1998, by
       and between Visionary MSO, Inc., a Delaware Corporation, and Dr. Mark
       Lynn & Associates, PLLC, a Kentucky professional limited liability company. * (b)

10.24  Form of Stock Option Agreement. (l)
</TABLE>

                                       42
<PAGE>

<TABLE>
<CAPTION>

<C>    <S>

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)

 12.1  Statement re Computation of Ratios  (l)

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

 24.1  Powers of Attorney (contained on the signature pages of this report). (l)
</TABLE>

*    Portions  of  this Exhibit have been omitted pursuant to an application for
     an  order  declaring  confidential  treatment filed with the Securities and
     Exchange  Commission.
(a) Incorporated by reference from the Registration Statement on Form S-4 (File
    No. 333 - 56551).
(b) 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.
(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) Filed herewith.

                                       43
<PAGE>

(b) The Company filed no current reports on Form 8-K with the Securities and
    Exchange Commission during the thirteen weeks ended December 29, 2001.


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.

                                       44
<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  XX,  2002.

                                         EYE CARE CENTERS OF AMERICA, INC.
                                     By: /S/ DAVID E. MCCOMAS
                                             DAVID E. MCCOMAS
                                   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 Act of 1934, this report has
been  signed  by  the  following  persons  in  the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>

<S>                           <C>                            <C>
SIGNATURE                     TITLE                          DATE
                              Chief Executive Officer and
/S/     David E. McComas      President                      March XX, 2002
----------------------------
DAVID E. MCCOMAS              (Principal Executive Officer)
                              Executive Vice President and
/S/     Alan E. Wiley         Chief Financial Officer        March XX, 2002
----------------------------
ALAN E. WILEY                 (Principal Financial and
                              Accounting Officer)
/S/     Bernard W. Andrews    Chairman of the Board          March XX, 2002
----------------------------
BERNARD W. ANDREWS
/S/     Norman S. Matthews    Director                       March XX, 2002
----------------------------
NORMAN S. MATTHEWS
/S/     Antoine G. Treuille   Director                       March XX, 2002
----------------------------
ANTOINE G. TREUILLE
/S/     Anthony J. DiNovi     Director                       March XX, 2002
----------------------------
ANTHONY J. DINOVI
/S/     Warren C. Smith, Jr.  Director                       March XX, 2002
----------------------------
WARREN C. SMITH, JR.
/S/     Charles A. Brizius    Director                       March XX, 2002
----------------------------
CHARLES A. BRIZIUS
</TABLE>

                                       45
<PAGE>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

               EYE CARE CENTERS OF AMERICA, INC. AND SUBSIDIARIES




Report  of  Independent  Auditors                                            F-2

Consolidated  Balance  Sheets  at  December  30,  2000  and
December  29,  2001                                                          F-3

Consolidated  Statements  of  Operations  for  the  Years Ended
January 1, 2000, December  30,  2000  and  December  29,  2001               F-4

Consolidated  Statements  of  Shareholders'  Deficit  as  of
January  1,  2000,  December  30,  2000  and  December  29,  2001            F-5

Consolidated  Statements  of  Cash  Flows  for  the Years Ended
January 1, 2000, December  30,  2000  and  December  29,  2001               F-6

Notes  to  the  Consolidated  Financial  Statements                          F-8

Schedule  II  -  Consolidated  Valuation  and  Qualifying
Accounts  -  For  the Years  Ended  January  1,  2000,
December  30,  2000  and  December  29,  2001                               F-39


                        EYE CARE CENTERS OF AMERICA, INC.
                                  AUDIT OPINION

                         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 29, 2001 and December 30, 2000,
and  the  related  consolidated statements of operations, shareholders' deficit,
and  cash flows for the fiscal years ended December 29, 2001, December 30, 2000,
January  1,  2000.  Our  audits  also  included the financial statement schedule
listed  in the index at Item 14. 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 29, 2001 and December
30,  2000, and the consolidated results of their operations and their cash flows
for  the  fiscal  years  ended  December 29, 2001, December 30, 2000, January 1,
2000,  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.


                                                       By: /S/ ERNST & YOUNG LLP

San Antonio, Texas
March 5, 2002

                    A Member Practice of Ernst & Young Global

                                       F2
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                                                             <C>                  <C>
                                                                                  DECEMBER 30, 2000    DECEMBER 29, 2001
                                                                                -------------------  -------------------
ASSETS
Current assets:
   Cash and cash equivalents                                                    $            3,971   $            3,372
   Accounts and notes receivable, less allowance for doubtful accounts of
      $3,937 in fiscal 2000 and $4,856 in fiscal 2001                                       14,096               10,275
   Inventory, less reserves of $1,004 in fiscal 2000 and $1,099 in fiscal 2001              25,690               24,665
   Prepaid expenses and other                                                                3,796                3,389
   Deferred income taxes                                                                     1,297                1,337
                                                                                -------------------  -------------------
     Total current assets                                                                   48,850               43,038
Property and equipment, net of accumulated depreciation and amortization of
   $87,503 in fiscal 2000 and $106,877 in fiscal 2001                                       73,987               64,518
Intangibles, net of accumulated amortization of $24,840 in fiscal 2000 and
   $33,537 in fiscal 2001                                                                  118,237              109,453
Other Assets                                                                                 9,846                8,004
                                                                                -------------------  -------------------
     Total Assets                                                               $          250,920   $          225,013
                                                                                ===================  ===================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                             $           20,860   $           21,749
   Current portion of long-term debt                                                        13,070               13,786
   Deferred revenue                                                                          6,658                6,557
   Accrued payroll expense                                                                   4,527                5,733
   Accrued interest                                                                          4,029                3,284
   Other accrued expenses                                                                    8,887                8,500
                                                                                -------------------  -------------------
     Total current liabilities                                                              58,031               59,609

Deferred income taxes                                                                        1,297                1,337
Long-term debt, less current maturities                                                    278,306              260,777
Deferred rent                                                                                3,771                3,790
Deferred gain                                                                                2,233                1,999
                                                                                -------------------  -------------------
     Total liabilities                                                                     343,638              327,512
                                                                                -------------------  -------------------
Commitments and contingencies
Shareholders' deficit:
   Common stock, par value $.01 per share; 20,000,000 shares authorized,
     issued and outstanding 7,410,133 in fiscal 2000 and 7,410,133 in
     fiscal 2001                                                                                74                   74
   Preferred stock, par value $.01 per share, 300,000 shares authorized,
     issued and outstanding in 2000 and 2001                                                42,354               48,134
   Additional paid-in capital                                                               49,963               43,474
   Accumulated deficit                                                                    (185,109)            (194,181)
                                                                                -------------------  -------------------
     Total shareholders' deficit                                                           (92,718)            (102,499)
                                                                                -------------------  -------------------
                                                                                $          250,920   $          225,013
                                                                                ===================  ===================

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

</TABLE>

                                       F3
<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
                                                                         ---------------------
                                                     JANUARY 1,     2000    DECEMBER 30, 2000   DECEMBER 29, 2001
                                                     ---------------------  ------------------  ------------------

Revenues:
   Optical sales                                     $            290,789   $         335,624   $         332,550
   Management fees                                                  3,006               2,833               3,484
                                                     ---------------------  ------------------  ------------------
     Net revenues                                                 293,795             338,457             336,034

Operating costs and expenses:
   Cost of goods sold                                              98,184             107,449             104,446
   Selling, general and administrative expenses                   170,146             204,365             203,187
   Store closure expense                                                -               3,580                   -
   Amortization of intangibles:
      Goodwill                                                      4,994               5,214               5,319
      Noncompete and other intangibles                                659               3,922               3,378
                                                     ---------------------  ------------------  ------------------

        Total operating costs and expenses                        273,983             324,530             316,330
                                                     ---------------------  ------------------  ------------------

Income from operations                                             19,812              13,927              19,704

Interest expense, net                                              24,685              28,695              27,537
                                                     ---------------------  ------------------  ------------------

Loss before income taxes                                           (4,873)            (14,768)             (7,833)

Income tax expense                                                    384                 766               1,239
                                                     ---------------------  ------------------  ------------------

Net loss before cumulative effect of change in
   accounting principle                                            (5,257)            (15,534)             (9,072)

Cumulative effect of change in accounting principle                   491                   -                   -
                                                     ---------------------  ------------------  ------------------

Net loss                                             $             (5,748)  $         (15,534)  $          (9,072)
                                                     =====================  ==================  ==================

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

</TABLE>


                                       F4
<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 January 2, 1999                      7,451,030   $    75   $    60,958   $   32,793  $   (163,827)  $      (70,001)

Dividends accrued on preferred stock                    -         -        (4,475)       4,475             -                -

Interest receivable on loan to shareholder              -         -          (164)           -             -             (164)

Distribution to affiliated OD                           -         -          (331)           -             -             (331)

Stock buyback                                     (42,266)       (1)         (439)           -             -             (440)

Issuance of common stock                           18,181         -           189            -             -              189

Net loss                                                -         -             -            -        (5,748)          (5,748)
                                            --------------  --------  ------------  ----------  -------------  ---------------
Balance at January 1, 2000                      7,426,945   $    74   $    55,738   $   37,268  $   (169,575)  $      (76,495)

Dividends accrued on preferred stock                    -         -        (5,086)       5,086             -                -

Interest receivable on loan to shareholder              -         -           (90)           -             -              (90)

Distribution to affiliated OD                           -         -          (365)           -             -             (365)

Stock buyback                                     (16,812)        -          (234)           -             -             (234)

Net loss                                                -         -             -            -       (15,534)         (15,534)
                                            --------------  --------  ------------  ----------  -------------  ---------------
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                                           -         -           (16)           -             -              (16)

Net loss                                                -         -             -            -        (9,072)          (9,072)
                                            --------------  --------  ------------  ----------  -------------  ---------------
Balance at December 29, 2001                    7,410,133   $    74   $    43,474   $   48,134  $   (194,181)  $     (102,499)
                                            ==============  ========  ============  ==========  =============  ===============

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

</TABLE>


                                       F5
<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
                                                                           ------------------
                                                                   JANUARY 1,    DECEMBER 30,    DECEMBER 29,
                                                                        2000            2000            2001
                                                          -------------------  --------------  --------------

Cash flows from operating activities:

Net loss                                                  $           (5,748)  $     (15,534)  $      (9,072)
Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                     16,610          20,464          20,350
     Amortization of intangibles                                       5,653           9,136           8,697
     Amortization of debt issue costs                                  1,551           1,784           1,956
     Cumulative effect of change in accounting principle                 491               -               -
     Amortization of deferred gain                                      (455)           (234)           (234)
     Deferred revenue                                                    801             526            (101)
     Deferred rent                                                       353             172              19
     Other                                                              (176)              -               -
     Loss on disposition of property and equipment                       725             118             268
     Expenses to affect capital lease retirement                        (431)              -               -

Changes in operating assets and liabilities:
     Accounts and notes receivable                                    (3,678)         (4,452)          3,070
     Inventory                                                           319           4,457           1,025
     Prepaid expenses and other                                       (1,408)         (3,476)           (337)
     Accounts payable and accrued liabilities                            647          (1,745)          1,729
                                                          -------------------  --------------  --------------
Net cash provided by operating activities                             15,254          11,216          27,370
                                                          -------------------  --------------  --------------

Cash flows from investing activities:
   Acquisition of property and equipment                             (19,920)        (18,932)        (10,559)
   Net outflow for the VTO Retail Acquisition                        (38,845)            (87)              -
   Proceeds from sale of property and equipment                          100              54              68
   Purchase of retail outlet                                            (368)              -               -
   Payment received on notes receivable                                  177              33               3
                                                          -------------------  --------------  --------------

Net cash used in investing activities                                (58,856)        (18,932)        (10,488)
                                                          -------------------  --------------  --------------

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

</TABLE>


                                       F6
<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
                                                                          ------------------
                                                               JANUARY 1,    DECEMBER 30,    DECEMBER 29,
                                                                    2000            2000            2001
                                                      -------------------  --------------  --------------

Cash flows from financing activities:

   Proceeds from issuance of long-term debt           $           48,618   $      17,000   $          66
   Distribution to affiliated OD                                    (331)           (365)           (603)
   Proceeds from the issuance of common stock                        189               -               -
   Payments related to debt issuance                                (875)              -               -
   Stock buyback                                                    (440)           (234)            (16)
   Payments on debt and capital leases                            (5,731)         (7,669)        (16,928)
                                                      -------------------  --------------  --------------

Net cash  provided by (used in) financing activities              41,430           8,732         (17,481)
                                                      -------------------  --------------  --------------

Net (decrease) increase in cash and cash equivalents              (2,172)          1,016            (599)

Cash and cash equivalents at beginning of period                   5,127           2,955           3,971
                                                      -------------------  --------------  --------------
Cash and cash equivalents at end of period            $            2,955   $       3,971   $       3,372
                                                      ===================  ==============  ==============
<FN>

Supplemental  cash  flow  disclosures:
  Cash  paid  during  the  period  for:
                  Interest                            $       22,660        $     25,436   $       26,150
                  Taxes                                          505                 304              358
  Noncash  investing  and  financing  activities:
                  Additions of property and equipment          1,476                665                 -
                  Dividends accrued on preferred stock         4,475              5,086             5,780
                  Adjustment of noncompete agreement
                   to goodwill                                     -              5,575                 -

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

</TABLE>


                                       F7
<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 which sell prescription eyewear, contact lenses,
sunglasses and ancillary optical products, and feature on-site laboratories. The
Company's  operations  are  located  in  32  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 1999, 2000 and 2001 consisted of 52 weeks. Fiscal year 1999
ended  January 1, 2000 ("fiscal 1999"), fiscal year 2000 ended December 30, 2000
("fiscal  2000")  and  fiscal year 2001 ended December 29, 2001 ("fiscal 2001").

     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 and Notes Receivable. Accounts receivable are primarily from third
party  payors  related  to  the  sale  of  eyewear  and include receivables from
insurance  reimbursements,  credit card companies, merchandise, rent and license
fee  receivables.  Notes  receivable  are  from  certain  optometrists that have
purchased  optical  equipment  from  the Company. Merchandise receivables result
from product returned to vendors pending credit or exchange for new product. The
Company's  allowance for doubtful


                                       F8
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


accounts primarily consists of amounts owed to
the  Company  by  third  party  insurance  payors. This estimate is based on the
historical  ratio  of  collections  to  billings.

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

     The  Company purchases a majority of its lenses from four principal vendors
and  purchases  frames  from over twenty different vendors. In fiscal 2001, four
vendors collectively supplied approximately 65.2% of the frames purchased by the
Company.  One  vendor supplied over 47.6% of the Company's lens materials during
the  same  period. 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. The Company therefore does not
believe  that  it  is  dependent  on such vendors or any other single vendor for
frames  or lenses. 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.

     Prepaid  Expenses - Store Preopening Costs. In April 1998, the AICPA issued
Statement  of Position 98-5, Reporting on the Costs of Start-Up Activities ("SOP
98-5").  SOP  98-5 requires that start-up costs, including organizational costs,
be  expensed  as  incurred. The SOP broadly defines start-up activities as those
one-time activities related to opening a new facility, introducing a new product
or  services, conducting business in a new territory, conducting business with a
new  class  of  customer or beneficiary, initiating a new process in an existing
facility, or commencing some new operation. The Company adopted this SOP for the
fiscal  year ended January 1, 2000. The effect of the adoption of the SOP on the
Company's  results  of  operations  was  a  write  off of previously capitalized
pre-opening  and organization costs of $491, which was reflected as a cumulative
effect  of  change  in  accounting  principle during the first quarter of fiscal
1999.

     Property  and  Equipment.  Property  and equipment is recorded at cost. For
property  and  equipment acquired through acquisitions, balances are adjusted to
reflect  their fair market value, as determined by an independent appraisal. 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


                                       F9
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


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  improvements5                                   5  to  10  years

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

     Intangibles.  Intangibles  principally  consist  of  the  amounts of excess
purchase  price  over  the  market  value  of  acquired net assets ("goodwill"),
management  agreements,  noncompete  agreements,  and  a  strategic  alliance
agreement.  In  July  2001,  the  Financial Standards Board ("FASB") issued SFAS
No.'s 141 and 142, "Business Combinations" and "Goodwill and Other Intangibles."
FASB  141 requires all business combinations initiated after June 30, 2001 to be
accounted  for  using the purchase method. Under FASB 142, goodwill is no longer
subject  to  amortization  over  its  estimated useful life. Rather, goodwill is
subject  to  at  least an annual assessment for impairment applying a fair-value
based  test.  Any  impairment  resulting  from  the  initial  application of the
statements  is  to be recorded as a cumulative effect of accounting change as of
December  2001.  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 adopted both statements on December 30, 2001. The Company
performed  the first of the required impairment tests of goodwill as of December
30,  2001,  and based upon its analysis, the Company believes that no impairment
of  goodwill exists. The Company's pro forma net loss with goodwill excluded for
fiscal  years  1999,  2000  and  2001  are  as  follows:

<TABLE>
<CAPTION>



<S>                      <C>       <C>        <C>
                           FISCAL    FISCAL     FISCAL
                            1999       2000      2001
                          --------  ---------  --------

     Pro forma Net Loss  $  (754)  $(10,320)   $(3,753)
</TABLE>

     Other  Assets.  Other  assets  consist primarily of deferred debt financing
costs.  These  costs  are  being  amortized  into  expense  over the life of the
associated  debt.


                                      F10
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


     Long-Lived  Assets.  In  August  2001,  the  FASB  issued  SFAS  No.  144,
"Accounting  for the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed  Of" and other related accounting guidance.
SFAS  No.  144  is  effective  for  financial statements issued for fiscal years
beginning  after  December  15,  2001,  and  interim periods within those fiscal
years,  with  early  application  encouraged.  The  provisions of this Statement
generally  are to be applied prospectively.  The Company will adopt SFAS No. 144
in  the  first  quarter of fiscal 2002.  The Company is evaluating the impact of
the  adoption  of  SFAS  No.  144  on  its  consolidated  financial  statements.

     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 on a
straight-line  basis  over  the  life of the warranty contract (one year). Costs
incurred  to  fulfill  the  warranty  are  expensed  when  incurred.


     Certain  frame  purchases  include  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 2000 and 2001 the Company has established a reserve of approximately $809
and  $841,  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 FASB 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  costs  and  media  advertising  costs the first time the advertising
takes  place.  For  the fiscal years


                                      F11
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


ended  1999,  2000 and 2001 advertising costs amounted to approximately $26,860,
$30,880  and  $28,988,  respectively.

<TABLE>
<CAPTION>

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


<S>                       <C>               <C>                 <C>
                                                  YEAR-ENDED
                                               ----------------
                          JANUARY 1, 2000    DECEMBER 30, 2000   DECEMBER 29, 2001
                          ----------------  ------------------  ------------------

   Interest expense       $        25,385   $          29,585   $          28,125
   Interest income                   (407)               (269)               (268)
   Interest capitalized              (293)               (621)               (320)
                          ----------------  ------------------  ------------------

   Interest expense, net  $        24,685   $          28,695   $          27,537
                          ================  ==================  ==================
</TABLE>

     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 FASB 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.

     Derivatives.  The  Company adopted Statement of Financial Standards No. 133
(FAS  133),  "Accounting for Derivative Instruments and Hedging Activities," and
its  amendments, Statements 137 and 138, on December 31, 2000.  FAS 133 requires
that  all derivative instruments be recorded on the balance sheet at fair value.
The Company's swap agreements matured on May 1, 2001, therefore the Company does
not  currently  hold  any  derivative  instruments.

3.  RELATED  PARTY  TRANSACTIONS

The  Company  and  Thomas  H.  Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24, 1998 (as amended, the "Management Agreement"). The
Management  Agreement  was  amended  as  of  December  31,  2000  to  reduce the
management  fees  to  $250,000  per  year plus expenses for management and other
consulting  services  provided  to  the Company.  After a term of ten years from
April


                                      F12
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


24, 1998, the Management Agreement is automatically renewable on an annual
basis  unless  either  party  serves  notice of termination at least ninety days
prior  to the renewal date. For the fiscal years 1999, 2000 and 2001 the Company
incurred $500, $500 and $250, respectively, related to the Management Agreement.

<TABLE>
<CAPTION>

4.  PREPAID  EXPENSES  AND  OTHER

          Prepaid  expenses  and  other  consists  of  the  following:


<S>                               <C>                <C>
                                  DECEMBER 30, 2000  DECEMBER 29, 2001
                                  -----------------  -----------------

          Prepaid insurance       $             486  $             275
          Prepaid store supplies                882                797
          Prepaid advertising                 2,111              1,892
          Other                                 317                425
                                  -----------------  -----------------

                                  $           3,796  $           3,389
                                  =================  =================
</TABLE>

<TABLE>
<CAPTION>

5.  PROPERTY  AND  EQUIPMENT

          Property  and  equipment,  net  consists  of  the  following:


<S>                                                       <C>                 <C>
                                                          DECEMBER 30, 2000    DECEMBER 29, 2001
                                                          ------------------  ------------------

          Land                                            $             638   $             638
          Building                                                    2,241               2,240
          Furniture and equipment                                   103,564             108,471
          Leasehold improvements                                     55,047              60,046
                                                          ------------------  ------------------
                                                                    161,490             171,395
          Less accumulated depreciation and amortization            (87,503)           (106,877)
                                                          ------------------  ------------------

          Property and equipment, net                     $          73,987   $          64,518
                                                          ==================  ==================
</TABLE>


                                      F13
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


<TABLE>
<CAPTION>

6.  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.



                                                         DECEMBER 30, 2000   DECEMBER 29, 2001
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>
          Goodwill and other                            $         125,149   $         124,815
          Management agreement                                      7,988               7,988
          Less accumulated amortization                           (20,226)            (25,380)
                                                        ------------------  ------------------

             Net                                                  112,911             107,423
                                                        ------------------  ------------------

          Noncompete and strategic alliance agreements              9,940              10,187
          Less accumulated amortization                            (4,614)             (8,157)
                                                        ------------------  ------------------

             Net                                                    5,326               2,030
                                                        ------------------  ------------------

          Intangibles, net                              $         118,237   $         109,453
                                                        ==================  ==================
</TABLE>


                                      F14
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


<TABLE>
<CAPTION>

7.  OTHER  ACCRUED  EXPENSES

          Other  accrued  expenses  consists  of  the  following:


<S>                                <C>                <C>
                                   DECEMBER 30, 2000  DECEMBER 29, 2001
                                   -----------------  -----------------

          Store expenses           $           1,348  $           1,240
          Other                                  653              1,022
          Income tax payable                       -                938
          Warranties                             809                841
          Insurance                            1,193                835
          Payroll & sales/use tax                700                771
          Advertising                            143                634
          Professional fees                    1,388                624
          Property taxes                         537                546
          Third party liability                  286                414
          Severance                                -                350
          Construction                           601                156
          Store Closures                         644                129
          Lease termination fees                 585                  -
                                   -----------------  -----------------
                                   $           8,887  $           8,500
                                   =================  =================
</TABLE>

8.  LONG-TERM  DEBT

     Credit  Facility.  On  April  24,  1998,  the Company entered into a credit
agreement  (the  "Credit Facility") which consists of (i) the $55.0 million term
loan  facility  (the  "Term  Loan  Facility");  (ii) the $35.0 million revolving
credit  facility (the "Revolving Credit Facility"); and (iii) the $100.0 million
acquisition  facility  (the  "Acquisition Facility"). The proceeds of the Credit
Facility  were  used to pay long-term debt outstanding under the previous credit
facility.  At  December  29,  2001  the  Company had $33.0 million in term loans
outstanding  under  the  Term Loan Facility, $21.5 million outstanding under the
Revolving  Credit  Facility,  $67.9  million  outstanding  under the Acquisition
Facility  which  funded  the  Bizer  Acquisition and the VTO Retail Acquisition,
$149.7  million  in  notes  payable  outstanding evidenced by the Notes and $2.5
million  in  capital  lease  and equipment obligations. On December 27, 2000 the
Company  amended  the  Credit  Facility.


                                      F15
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


As  a result of the amendment to the Credit Facility, interest on borrowings was
increased  by 100 basis points from the original interest rates under the Credit
Facility  and  various financial covenants and scheduled principal payments were
revised. Borrowings made under the Credit Facility (as amended) bear interest at
a  rate equal to, at the Company's option, LIBOR plus 2.25% to 3.25% or the Base
Rate  (as  defined  in the Credit Facility) plus 1.25% to 2.25%. At December 29,
2001  the  Company's  Credit  Facility bore interest at LIBOR plus 3.25% and the
Base  Rate plus 2.25%. Under the amended Credit Facility, the Term Loan Facility
matures  five  years  from  the  closing  date of the Credit Facility, the $33.0
million  outstanding  balance  will  amortize  in  annual  principal  amounts of
approximately  $12.8  million  and $20.2 million, respectively, for fiscal years
2002  and  2003  and  the Acquisition Facility will amortize in annual principal
amounts  of  approximately  $0.7  million  and  $67.0 million, respectively, for
fiscal  years  2002  and  2003.

     The  Credit  Facility contains additional restrictive covenants including a
limitation  on capital requirements, minimum interest coverage, maximum leverage
ratio,  minimum  net  worth and working capital requirements. As of December 29,
2001  the  Company  was  in  compliance  with the financial reporting covenants.

     On  April  24,  1998,  the  Company completed a debt offering consisting of
$100.0  million  aggregate  principal  amount  of its 9 1/8% Senior Subordinated
Notes  due  2008  (the "Fixed Rate Notes") and $50.0 million aggregate principal
amount  of its Floating Interest Rate Subordinated Term Securities due 2008 (the
"Floating  Rate  Notes"  and,  together  with the Fixed Rate Notes, the "Initial
Notes").  Interest on the Initial Notes will be payable semiannually on each May
1  and  November  1,  commencing on November 1, 1998. Interest on the Fixed Rate
Notes  accrues  at  the  rate  of 9 1/8% per annum. The Floating Rate Notes bear
interest at a rate per annum, reset semiannually, and equal to LIBOR plus 3.98%.
The Fixed Rate Notes and Floating Rate Notes will not be entitled to the benefit
of  any  mandatory  sinking  fund.

     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  will rank pari passu with all other indebtedness of the Company that by its
terms other


                                      F16
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


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 29,
2001  related  to  the  Exchange  Notes  was  $6.4  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.

     Capital  Leases.  The  Company  has an agreement whereby it leases land and
buildings  at  five  operating  locations.  Additionally, in connection with the
acquisition  of  Bizer,  the Company assumed agreements to sublease equipment at
the  related  operating  locations.  The Company has accounted for the equipment
subleases  and  the  five property leases as capital leases and has recorded the
assets,  as shown below, and the future obligations on the balance sheet at $2.5
million.

<TABLE>
<CAPTION>



<S>                                <C>                <C>
                                   DECEMBER 30, 2000  DECEMBER 29, 2001
                                   -----------------  -----------------

          Buildings and equipment              3,031              2,466
                                   -----------------  -----------------

                                   $           3,031  $           2,466
                                   =================  =================
</TABLE>


                                      F17
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


<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:

          2002                                                               $1,065
          2003                                                                  757
          2004                                                                  803
          2005                                                                  829
          2006                                                                  833
          Beyond 2006                                                         2,064
                                                                             ------
          Total minimum lease payments                                        6,351
                                                                             ------
          Amounts representing interest                                       3,885
                                                                             ------
          Present value of minimum lease payments                            $2,466
                                                                             ======
</TABLE>

<TABLE>
<CAPTION>

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


<S>                                            <C>             <C>
                                                 DECEMBER 30,    DECEMBER 29,
                                                        2000            2001
                                               --------------  --------------


   Exchange Notes, face amount of $150,000,
     net of unamortized debt discount of $358
     and $309, respectively                    $     149,642   $     149,691
   Credit facility                                   114,203         100,853
   Capital lease and other obligations                 3,031           2,519
   Revolving credit facility                          24,500          21,500
                                               --------------  --------------
                                                     291,376         274,563
   Less current portion                              (13,070)        (13,786)
                                               $     278,306   $     260,777
                                               ==============  ==============
</TABLE>


                                      F18
<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>
   2002                                     $ 13,786
   2003                                      108,997
   2004                                          148
   2005                                          233
   2006                                          308
   Beyond 2006                               151,091
                                            --------

   Total future principal payments on debt  $274,563
                                            ========
</TABLE>

     As  of  the  end  of  fiscal 2001, the fair value of the Company's Exchange
Notes  was  approximately  $66.8 million and the fair value of the capital lease
obligations  was  approximately  $2.5  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.

9.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)

     The  Exchange  Notes described in Note 8 were issued by Eye Care Centers of
America, Inc. ("ECCA") and are guaranteed by EAGI, MVC, VHI and Holdings but are
not  guaranteed  by  ODs.  The  guarantor  subsidiaries  are wholly owned by the
Company  and  the  guarantees are full, unconditional and joint and several. The
following  condensed  consolidating financial information presents the financial
position,  results of operations and cash flows of (i) ECCA, as parent, as if it
accounted  for  its  subsidiaries  on the equity method, (ii) EAGI, MVC, VHI and
Holdings  (the  "Guarantor  Subsidiaries"),  and  (iii)  ODs.  There  were  no
transactions  between  the  Guarantor  Subsidiaries  during  any  of the periods
presented.  Separate  financial statements of the Guarantor Subsidiaries are not
presented  herein  as  management does not believe that such statements would be
material  to  investors.


                                      F19
<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 JANUARY 1, 2000


<S>                                                       <C>        <C>             <C>      <C>             <C>
                                                                     Guarantor                                Consolidated
                                                          Parent     Subsidiaries    ODs      Eliminations    Company
                                                          ---------  --------------  -------  --------------  --------------
Revenues:
   Optical sales                                          $157,171   $      93,499   $40,119  $           -   $     290,789
   Management fees                                               -          12,748         -         (9,742)          3,006
   Investment earnings in subsidiaries                        (739)              -         -            739               -
                                                          ---------  --------------  -------  --------------  --------------
Net revenues                                               156,432         106,247    40,119         (9,003)        293,795
Operating costs and expenses:
   Cost of goods sold                                       52,437          35,591    10,156              -          98,184
   Selling, general and administrative expenses             86,603          64,265    29,020         (9,742)        170,146
   Amortization of intangibles:
    Goodwill                                                 1,051           3,939         4              -           4,994
    Noncompete and other intangibles                            35             624         -              -             659
                                                          ---------  --------------  -------  --------------  --------------
Total operating costs and expenses                         140,126         104,419    39,180         (9,742)        273,983
                                                          ---------  --------------  -------  --------------  --------------
Income (loss) from operations                               16,306           1,828       939            739          19,812
Interest expense, net                                       21,740           2,937         8              -          24,685
                                                          ---------  --------------  -------  --------------  --------------
Income (loss) before income taxes                           (5,434)         (1,109)      931            739          (4,873)
Income tax expense                                             (51)             48       387              -             384
                                                          ---------  --------------  -------  --------------  --------------
Net income (loss) before cumulative effect of change in
   accounting principle                                     (5,383)         (1,157)      544            739          (5,257)
Cumulative effect of change in accounting principle            365             126         -              -             491
                                                          ---------  --------------  -------  --------------  --------------
Net income (loss)                                         $ (5,748)  $      (1,283)  $   544  $         739   $      (5,748)
                                                          =========  ==============  =======  ==============  ==============
</TABLE>


                                      F20
<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 JANUARY 1, 2000


<S>                                                   <C>        <C>             <C>       <C>             <C>
                                                                 Guarantor                                 Consolidated
                                                      Parent     Subsidiaries    ODs       Eliminations    Company
                                                      ---------  --------------  --------  --------------  --------------
Cash flows from operating activities:
Net income (loss)                                     $ (5,748)  $      (1,283)  $   544   $         739   $      (5,748)
Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                         11,164           5,446         -               -          16,610
   Amortization of intangibles                           1,050           4,599         4               -           5,653
   Other amortization                                    1,551               -         -               -           1,551
   Cumulative effect of change in accounting
      principle                                            365             126         -               -             491
   Amortization of deferred gain                          (326)           (129)        -               -            (455)
   Deferred revenue                                        716              85         -               -             801
   Deferred rent                                           200             153         -               -             353
   Other                                                     -            (176)        -               -            (176)
   (Gain) loss on disposition of property and
      equipment                                            387             338         -               -             725
   Expenses to affect capital lease retirement               -            (431)        -               -            (431)
Changes in operating assets and liabilities:
   Accounts and notes receivable                       (28,417)         14,460    (2,464)         12,743          (3,678)
   Inventory                                               524            (201)       (4)              -             319
   Prepaid expenses and other                             (557)           (851)        -               -          (1,408)
   Accounts payable and accrued liabilities            (11,850)         23,337     1,903         (12,743)            647
                                                      ---------  --------------  --------  --------------  --------------

Net cash provided by (used in) operating activities    (30,941)         45,473       (17)            739          15,254
                                                      ---------  --------------  --------  --------------  --------------

Cash flows from investing activities:
   Acquisition of property and equipment               (15,228)         (4,692)        -               -         (19,920)
   Net outflow for The VTO Retail Acquisition                -         (38,845)        -               -         (38,845)
   Proceeds from sale of property and equipment            170             (70)        -               -             100
   Purchase of retail outlet                              (368)              -         -               -            (368)
   Payment received on notes receivable                      4             173         -               -             177
   Investment in Subsidiaries                              739               -         -            (739)              -
                                                      ---------  --------------  --------  --------------  --------------

Net cash used in investing activities                  (14,683)        (43,434)        -            (739)        (58,856)
                                                      ---------  --------------  --------  --------------  --------------
</TABLE>


                                      F21
<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 JANUARY 1, 2000


<S>                                                   <C>       <C>             <C>     <C>            <C>
                                                                Guarantor                              Consolidated
                                                      Parent    Subsidiaries    ODs     Eliminations   Company
                                                      --------  --------------  ------  -------------  --------------
Cash flows from financing activities:
   Proceeds from issuance of long-term debt            48,618               -       -               -         48,618
   Distribution to affiliated OD                            -               -    (331)              -           (331)
   Proceeds from the issuance of common stock             189               -       -               -            189
   Payments related to debt issuance                        -            (875)      -               -           (875)
   Stock buyback                                         (440)              -       -               -           (440)
   Payments on debt and capital leases                 (5,000)           (731)      -               -         (5,731)
                                                      --------  --------------  ------  -------------  --------------

Net cash provided by (used in) financing activities    43,367          (1,606)   (331)              -         41,430
                                                      --------  --------------  ------  -------------  --------------

Net increase (decrease) in cash and cash equivalents   (2,257)            433    (348)              -         (2,172)

Cash and cash equivalents at beginning of period        3,119           1,223     785               -          5,127
                                                      --------  --------------  ------  -------------  --------------

Cash and cash equivalents at end of period            $   862   $       1,656   $ 437   $           -  $       2,955
                                                      ========  ==============  ======  =============  ==============
</TABLE>


                                      F22
<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 30, 2000


<S>                                      <C>         <C>             <C>       <C>             <C>
                                                     Guarantor                                 Consolidated
                                         Parent      Subsidiaries    ODs       Eliminations    Company
                                         ----------  --------------  --------  --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents             $   2,215   $       1,187   $   569   $           -   $       3,971
   Accounts and notes receivable           126,619          32,736     4,403        (149,662)         14,096
   Inventory                                14,782           9,242     1,666               -          25,690
   Prepaid expenses and other                2,284           1,466        46               -           3,796
   Deferred income taxes                     1,297               -         -               -           1,297
                                         ----------  --------------  --------  --------------  --------------
Total current assets                       147,197          44,631     6,684        (149,662)         48,850

Property and equipment                      44,215          29,772         -               -          73,987
Intangibles                                 17,749         100,397        91               -         118,237
Other assets                                 8,921             925         -               -           9,846
Investment in subsidiaries                 (16,124)              -         -          16,124               -
                                         ----------  --------------  --------  --------------  --------------
Total Assets                             $ 201,958   $     175,725   $ 6,775   $    (133,538)  $     250,920
                                         ==========  ==============  ========  ==============  ==============
LIABILITIES AND SHAREHOLDERSDEFICIT
Current liabilities:
   Accounts payable                      $  16,114   $     145,517   $ 8,891   $    (149,662)  $      20,860
   Current portion of long-term debt        12,511             559         -               -          13,070
   Deferred revenue                          3,976           2,676         6               -           6,658
   Accrued payroll expense                   1,754           2,769         4               -           4,527
   Accrued interest                          3,542             487         -               -           4,029
   Other accrued expenses                    5,906           2,776       205               -           8,887
                                         ----------  --------------  --------  --------------  --------------
Total current liabilities                   43,803         154,784     9,106        (149,662)         58,031
Deferred income taxes                        1,297               -         -               -           1,297
Long-term debt, less current maturities    245,749          32,457       100               -         278,306
Deferred rent                                2,533           1,238         -               -           3,771
Deferred gain                                1,690             543         -               -           2,233
                                         ----------  --------------  --------  --------------  --------------
Total liabilities                          295,072         189,022     9,206        (149,662)        343,638
                                         ----------  --------------  --------  --------------  --------------
Shareholdersdeficit:
   Common stock                                 74               -         -               -              74
   Preferred stock                          42,354               -         -               -          42,354
   Additional paid-in capital               49,567           1,092      (696)              -          49,963
   Accumulated deficit                    (185,109)        (14,389)   (1,735)         16,124        (185,109)
                                         ----------  --------------  --------  --------------  --------------
Total shareholdersdeficit                  (93,114)        (13,297)   (2,431)         16,124         (92,718)
                                         ----------  --------------  --------  --------------  --------------
                                         $ 201,958   $     175,725   $ 6,775   $    (133,538)  $     250,920
                                         ==========  ==============  ========  ==============  ==============
</TABLE>


                                      F23
<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 30, 2000


<S>                                               <C>        <C>             <C>       <C>             <C>
                                                             Guarantor                                 Consolidated
                                                  Parent     Subsidiaries    ODs       Eliminations    Company
                                                  ---------  --------------  --------  --------------  --------------
Revenues:
   Optical sales                                  $167,555   $     113,510   $54,559   $           -   $     335,624
   Management fees                                     808          20,939         -         (18,914)          2,833
   Investment earnings in subsidiaries             (14,583)              -         -          14,583               -
                                                  ---------  --------------  --------  --------------  --------------
Net revenues                                       153,780         134,449    54,559          (4,331)        338,457
Operating costs and expenses:
   Cost of goods sold                               54,379          42,422    10,648               -         107,449
   Selling, general and administrative expenses     93,393          84,395    45,491         (18,914)        204,365
   Store closure expense                             3,580               -         -               -           3,580
   Amortization of intangibles:
    Goodwill                                         1,056           4,154         4               -           5,214
    Noncompete and other intangibles                     -           3,922         -                           3,922
                                                  ---------  --------------  --------                  --------------
Total operating costs and expenses                 152,408         134,893    56,143         (18,914)        324,530
                                                  ---------  --------------  --------  --------------  --------------
Income (loss) from operations                        1,372            (444)   (1,584)         14,583          13,927
Interest expense, net                               17,066          11,621         8               -          28,695
                                                  ---------  --------------  --------  --------------  --------------
Income (loss) before income taxes                  (15,694)        (12,065)   (1,592)         14,583         (14,768)
Income tax expense                                    (160)            176       750               -             766
                                                  ---------  --------------  --------  --------------  --------------
Net income (loss)                                 $(15,534)  $     (12,241)  $(2,342)  $      14,583   $     (15,534)
                                                  =========  ==============  ========  ==============  ==============
</TABLE>


                                      F24
<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 30, 2000


<S>                                                    <C>        <C>             <C>       <C>             <C>
                                                                  Guarantor                                 Consolidated
                                                       Parent     Subsidiaries    ODs       Eliminations    Company
                                                       ---------  --------------  --------  --------------  --------------
Cash flows from operating activities:
Net income (loss)                                      $(15,534)  $     (12,241)  $(2,342)  $      14,583   $     (15,534)
Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                          12,988           7,476         -               -          20,464
   Amortization of intangibles                            1,056           8,076         4               -           9,136
   Other amortization                                     1,507             277         -               -           1,784
   Amortization of deferred gain                           (159)            (75)        -               -            (234)
   Deferred revenue                                        (237)            757         6               -             526
   Deferred rent                                             61             111         -               -             172
   (Gain) loss on disposition of property and
      equipment                                             118               -         -               -             118
Changes in operating assets and liabilities:
   Accounts and notes receivable                        (15,189)        (30,059)   (1,794)         42,590          (4,452)
   Inventory                                              1,681           3,089      (313)              -           4,457
   Prepaid expenses and other                             5,084          (8,558)       (2)              -          (3,476)
   Accounts payable and accrued liabilities              (2,136)         38,043     4,938         (42,590)         (1,745)
                                                       ---------  --------------  --------  --------------  --------------

Net cash provided by (used in) operating activities     (10,760)          6,896       497          14,583          11,216
                                                       ---------  --------------  --------  --------------  --------------

Cash flows from investing activities:
   Acquisition of property and equipment                (12,290)         (6,642)        -               -         (18,932)
   Net outflow for The VTO Retail Acquisition                 -             (87)        -               -             (87)
   Proceeds from sale of property and equipment              54               -         -               -              54
   Payment received on notes receivable                       -              33         -               -              33
   Investment in Subsidiaries                            14,583               -         -         (14,583)              -
                                                       ---------  --------------  --------  --------------  --------------

Net cash provided by ( used in) investing activities      2,347          (6,696)        -         (14,583)        (18,932)
                                                       ---------  --------------  --------  --------------  --------------
</TABLE>


                                      F25
<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 30, 2000


<S>                                                   <C>       <C>             <C>     <C>            <C>
                                                                Guarantor                              Consolidated
                                                      Parent    Subsidiaries    ODs     Eliminations   Company
                                                      --------  --------------  ------  -------------  --------------
Cash flows from financing activities:
   Proceeds from issuance of long-term debt            17,000               -       -               -         17,000
   Distribution to affiliated OD                            -               -    (365)              -           (365)
   Redemption of common stock                            (234)              -       -               -           (234)
   Payments on debt and capital leases                 (7,000)           (669)      -               -         (7,669)
                                                      --------  --------------  ------  -------------  --------------

Net cash provided by (used in) financing activities     9,766            (669)   (365)              -          8,732
                                                      --------  --------------  ------  -------------  --------------

Net increase (decrease) in cash and cash equivalents    1,353            (469)    132               -          1,016

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

Cash and cash equivalents at end of period            $ 2,215   $       1,187   $ 569   $           -  $       3,971
                                                      ========  ==============  ======  =============  ==============
</TABLE>


                                      F26
<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 29, 2001


<S>                                      <C>         <C>             <C>       <C>             <C>
                                                     Guarantor                                 Consolidated
                                         Parent      Subsidiaries    ODs       Eliminations    Company
                                         ----------  --------------  --------  --------------  --------------
ASSETS
Current assets:
   Cash and cash equivalents             $     755   $       2,209   $   408   $           -   $       3,372
   Accounts and notes receivable           121,675          35,434     2,434        (149,268)         10,275
   Inventory                                15,371           7,747     1,547               -          24,665
   Prepaid expenses and other                2,152           1,191        46               -           3,389
   Deferred income taxes                     1,337               -         -               -           1,337
                                         ----------  --------------  --------  --------------  --------------
Total current assets                       141,290          46,581     4,435        (149,268)         43,038

Property and equipment                      37,568          26,950         -               -          64,518
Intangibles                                 16,693          92,673        87               -         109,453
Other assets                                 7,298             706         -               -           8,004
Investment in subsidiaries                 (25,830)              -         -          25,830               -
                                         ----------  --------------  --------  --------------  --------------
Total Assets                             $ 177,019   $     166,910   $ 4,522   $    (123,438)  $     225,013
                                         ==========  ==============  ========  ==============  ==============
LIABILITIES AND SHAREHOLDERSDEFICIT
Current liabilities:
   Accounts payable                      $  17,551   $     145,646   $ 7,820   $    (149,268)  $      21,749
   Current portion of long-term debt        13,431             355         -               -          13,786
   Deferred revenue                          3,620           2,937                         -           6,557
   Accrued payroll expense                   2,940           2,789         4               -           5,733
   Accrued interest                          2,989             295         -               -           3,284
   Other accrued expenses                    4,894           2,708       898               -           8,500
                                         ----------  --------------  --------  --------------  --------------
Total current liabilities                   45,425         154,730     8,722        (149,268)         59,609
Deferred income taxes                        1,337               -         -               -           1,337
Long-term debt, less current maturities    228,537          32,140       100               -         260,777
Deferred rent                                2,482           1,308         -               -           3,790
Deferred gain                                1,530             469         -               -           1,999
                                         ----------  --------------  --------  --------------  --------------
Total liabilities                          279,311         188,647     8,822        (149,268)        327,512
                                         ----------  --------------  --------  --------------  --------------
Shareholdersdeficit:
   Common stock                                 74               -         -               -              74
   Preferred stock                          48,134               -         -               -          48,134
   Additional paid-in capital               43,681           1,092    (1,299)              -          43,474
   Accumulated deficit                    (194,181)        (22,829)   (3,001)         25,830        (194,181)
                                         ----------  --------------  --------  --------------  --------------
Total shareholdersdeficit                 (102,292)        (21,737)   (4,300)         25,830        (102,499)
                                         ----------  --------------  --------  --------------  --------------
                                         $ 177,019   $     166,910   $ 4,522   $    (123,438)  $     225,013
                                         ==========  ==============  ========  ==============  ==============
</TABLE>


                                      F27
<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 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
                                                  ---------  --------------  --------  --------------  --------------
Income (loss) before income taxes                   (8,432)         (8,380)     (865)          9,844          (7,833)
Income tax expense                                     640             199       400               -           1,239
                                                  ---------  --------------  --------  --------------  --------------
Net income (loss)                                 $ (9,072)  $      (8,579)  $(1,265)  $       9,844   $      (9,072)
                                                  =========  ==============  ========  ==============  ==============
</TABLE>


                                      F28
<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 income (loss)                                      $(9,072)  $      (8,579)  $(1,265)  $       9,844   $      (9,072)
Adjustments to reconcile net income (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
   (Gain) 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                (6,059)         (4,500)        -               -         (10,559)
   Proceeds from sale of property and equipment             25              43         -               -              68
   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)
                                                       --------  --------------  --------  --------------  --------------
</TABLE>


                                      F29
<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 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>


                                      F30
<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  $12.4  and  $18.2  million  as of December 30, 2000 and December 29, 2001,
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
2000,  the  Company granted options to purchase 66,500 shares at an option price
of  $12.85  per  share  under this plan. 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 provide that, in January 2002 (the "Grant
Date"), the Company will grant to each of the Optionees a New Option to purchase
the number of


                                      F31
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


shares  of  common  stock subject to the options being terminated and cancelled,
such  New Option to have an exercise price equal to the fair market value of the
common  stock  as  of the Grant Date, as will then be determined by the Board of
Directors in its sole discretion. The vesting period for the New Options granted
to  employees  will be 40% on the Grant Date, and an additional 20% will vest on
each  of  the first, second and third anniversary of the Grant Date. The vesting
period  for  the  New Options granted to outside directors will be 50% vested on
the  Grant Date, and an additional 25% will vest on each of the first and second
anniversary  of  the Grant Date. The grant of the New Options is also subject to
certain  employment  and "active" status restrictions listed in the Cancellation
Agreements.

<TABLE>
<CAPTION>

Following  is  a summary of activity in the plan for fiscal years 1999, 2000 and
2001.


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

Outstanding January2, 1999                          469,500             -
Granted                                  10.41      122,000             -
Became exercisable                                        -        39,550
Canceled or expired                      10.41      (76,500)         (250)
                                                ------------  ------------

Outstanding January 1, 2000                         515,000        39,300
Granted                                  12.85       66,500             -
Became exercisable                                        -        61,950
Canceled or expired                      10.41      (98,500)       (6,800)
                                                ------------  ------------

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

Outstanding December 29, 2001                             -             -
                                                ============  ============
</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


                                      F32
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


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 1999 and 2000
respectively:  risk-free  interest  rates  of  6%;  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 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.

     For  purposes  of  pro  forma  disclosures, the estimated fair value of the
options  is amortized to expense over the options' vesting period. As there were
no  options  outstanding  as  of  December 29, 2001, pro forma disclosure is not
applicable  for  fiscal  2001. The Company's pro forma net loss for fiscal years
1999  and  2000  are  as  follows:

<TABLE>
<CAPTION>



<S>                      <C>       <C>
                           FISCAL     FISCAL
                            1999       2000
                         --------  ---------
     Pro forma Net Loss  $(5,987)  $(15,801)
</TABLE>

     The  pro  forma  calculations include only the effects of 1998 through 2000
grants  as  all grants previous to 1998 were exercised. As such, the impacts are
not  necessarily  indicative  of  the  effects  on reported net income of future
years.


                                      F33
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


<TABLE>
<CAPTION>

13.   INCOME  TAXES

        The  provision  for  income  taxes  is  comprised  of  the  following:


<S>               <C>          <C>            <C>
                                  YEAR ENDED
                                  -----------
                    JANUARY 1,   DECEMBER 30,   DECEMBER 29,
                         2000           2000           2001
                  -----------  -------------  -------------
        Current   $       384  $         766  $       1,239

        Deferred            -              -              -
                  -----------  -------------  -------------

                  $       384  $         766  $       1,239
                  ===========  =============  =============
</TABLE>


<TABLE>
<CAPTION>

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


<S>                                         <C>          <C>             <C>
                                             JANUARY 1,    DECEMBER 30,    DECEMBER 29,
                                                  2000            2000            2001
                                            -----------  --------------  --------------

        Expected tax expense (benefit)      $   (1,657)  $      (5,021)  $      (2,663)
        Goodwill                                 1,079           1,772           1,483
        NOL and other adjustments               (4,461)              -               -
        Nondeductible meals and donations           32              33              30
        Change in valuation allowance            5,384           2,992           1,739
        Other                                        7             990             650
                                            -----------  --------------  --------------

                                            $      384   $         766   $       1,239
                                            ===========  ==============  ==============
<FN>

        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.
</TABLE>


                                      F34
<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 30,    DECEMBER 29,
                                                                                 2000            2001
                                                                        --------------  --------------

        Total deferred tax liabilities, current                         $        (737)  $        (707)
        Total deferred tax liabilities, long-term                                (560)           (630)
        Total deferred tax assets, current                                      1,201           3,201
        Total deferred tax assets, long-term                                   25,299          25,078
        Valuation allowance                                                   (25,203)        (26,942)
                                                                        --------------  --------------

        Net deferred tax assets                                         $           -   $           -
                                                                        ==============  ==============

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

                                                                          DECEMBER 30,    DECEMBER 29,
                                                                                 2000            2001
                                                                        --------------  --------------

        Deferred tax assets:
        Deferred rent                                                   $         866   $         873
        Allowance for bad debts                                                 1,001           1,314
        Deferred revenue                                                        1,079             958
        Net operating loss and credit carryforwards                            12,857          10,934
        Inventory basis differences                                               487             619
        Accrued salaries                                                          617             928
        Property and equipment                                                  7,065           9,275
        Recapitalization expenses                                               1,510           1,510
        Other                                                                   1,018           1,868
                                                                        --------------  --------------

        Total deferred tax assets                                              26,500          28,279
        Valuation allowance                                                   (25,203)        (26,942)
                                                                        --------------  --------------

        Net deferred tax assets                                         $       1,297   $       1,337
                                                                        ==============  ==============

Deferred tax liabilities:
        Prepaid expense                                                 $         718   $         699
        Store pre-opening costs                                                   269             269
        Deferred financing costs                                                  300             164
        Other                                                                      10             205
                                                                        --------------  --------------

Net deferred tax liability                                              $       1,297   $       1,337
                                                                        ==============  ==============
</TABLE>


                                      F35
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


     At December 30, 2000 and December 29, 2001, the Company had, subject to the
limitations discussed below, net operating loss carryforward for tax purposes of
$37,492  and  $32,158,  respectively.  These loss carryforwards will expire from
2008  through  2018  if  not  utilized.

     Uncertainties  exist as to the future realization of the deferred tax asset
under  the criteria set forth under FASB Statement No. 109.  These uncertainties
primarily  consist  of  the lack of taxable income historically generated by the
Company.  Therefore,  the  Company  has  established  a  valuation allowance for
deferred  tax assets of $25,203 at December 30, 2000 and $26,942 at December 29,
2001.

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 $165, $174 and $227 for fiscal years 1999, 2000
and  2001,  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 it's 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
fifteen  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


                                      F36
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


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  2000 and 2001, deferred rent obligations aggregated approximately
$3.8  million  and  $3.8  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 20, 20 and
21  percent  of  base  rent  expense  for  fiscal  years  1999,  2000  and 2001,
respectively.

<TABLE>
<CAPTION>



<S>                         <C>          <C>             <C>
                               JANUARY 1,    DECEMBER 30,    DECEMBER 29,
                                 2000           2000            2001
                             -----------  --------------  --------------

Base rent expense           $   31,604   $      37,331   $      38,666
Rent as a percent of sales         239             537             266
Lease and sublease income       (4,282)         (4,512)         (4,259)
                            -----------  --------------  --------------

Rent expense, net           $   27,561   $      33,356   $      34,673
                            ===========  ==============  ==============
</TABLE>

     Future minimum lease payments, excluding common area maintenance costs, net
of future minimum lease and sublease income under noncancelable 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
                                        ----------  ----------  ----------

2002                                    $   31,233  $  (1,808)  $   29,425
2003                                        28,372     (1,128)      27,244
2004                                        25,824       (885)      24,939
2005                                        22,814       (677)      22,137
2006                                        18,898       (281)      18,617
Beyond 2006                                 49,417        (38)      49,379
                                        ----------  ----------  ----------

Total minimum lease payments/(receipts) $  176,558  $    4,817  $  171,741
                                        ==========  ==========  ==========
</TABLE>


                                      F37
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollar amounts in thousands unless indicated otherwise)


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.

17.  SUBSEQUENT  EVENTS

     Since  the  end  of  fiscal  2001, investment funds managed by the majority
shareholder  of  the  Company  purchased $20.5 million face value of the Initial
Notes.  The  investments  were made independent of the Company and therefore the
Company's  financial  statements will not be affected, interest related to these
notes  will  not  be forgiven by the majority shareholder and the Company's debt
obligation  will not be reduced.  For income tax purposes only, the Company will
be  required to recognize approximately $8.0 million in taxable income in fiscal
2002  and  will  amortize  the  gain  related  to these transactions to interest
expense  over the remaining life of the Initial Notes.  This taxable income will
be  offset  by  the  Company's  federal  net  operating  loss  carryforward  of
approximately  $32.2  million  as  of  the  end  of  fiscal  2001.


                                      F38
<PAGE>
<TABLE>
<CAPTION>


                                                                     SCHEDULE II

                                 EYE CARE CENTERS OF AMERICA, INC.

                           CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS


<S>                                 <C>           <C>            <C>          <C>         <C>
                                                  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 January1, 2000          559,000       912,000         -           -       1,471,000
      Year ended December 30, 2000     1,471,000     2,466,000         -           -       3,937,000
      Year ended December 29, 2001     3,937,000       919,000         -           -       4,856,000

Inventory obsolescence reserves:
      Year ended January1, 2000          852,000      (152,000)        -           -         700,000
      Year ended December 30, 2000       700,000       304,000         -           -       1,004,000
      Year ended December 29, 2001     1,004,000        95,000         -           -       1,099,000
</TABLE>


                                      F39
<PAGE>