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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2002

OR

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

For the Transition Period from ________________ to ________________

Commission File No. 0-22623

OCULAR SCIENCES, INC.
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 94-2985696
(I.R.S. Employer
Identification No.)

1855 Gateway Boulevard, Suite 700
Concord, California 94520
(Address of principal executive offices, including zip code)

(925) 969-7000
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [   ].

As of October 24, 2002, there were outstanding 23,757,308 shares of the
registrants Common Stock, par value $0.001 per share.





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TABLE OF CONTENTS



|                                             |                                                                                               |                                                               |  |  |  |  |  | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION              
|                                             | ITEM 1. Financial Statements                                                                 
|                                             |                                                                                               | Condensed Consolidated Balance Sheets  (unaudited)          
|                                             |                                                                                               | Condensed Consolidated Statements of Income  (unaudited)    
|                                             |                                                                                               | Condensed Consolidated Statements of Cash Flows  (unaudited)
|                                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS         
|                                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                             | Item 3. Quantitative And Qualitative Disclosures About Market Risk                           
|                                             | Item 4. Controls and Procedures                                                              
|Part II  OTHER INFORMATION                 
|                                             | Item 1. Legal Proceedings                                                                    
|                                             | Item 2. Changes in Securities and Use of Proceeds                                            
|                                             | Item 3. Defaults Upon Senior Securities                                                      
|                                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                             | Item 5. Other Information                                                                    
|                                             | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                  
|Quarterly Report for Period Ended 09-30-2002



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OCULAR SCIENCES, INC.
INDEX

|        |  |   |  |                                                                                                        |  |     
|------- |  | - |  | ------------------------------------------------------------------------------------------------------ |  | ----
|        |  |   |  |                                                                                                        |  | Page
|        |  |   |  |                                                                                                        |  |     
|PART I  |  |  |  | FINANCIAL INFORMATION                                                                                  |  |     
|Item 1. |  |   |  | Financial Statements (Unaudited)                                                                       |  |     
|        |  |   |  | Condensed Consolidated Balance Sheets  
September 30, 2002 and December 31, 2001                      |  | 3   
|        |  |   |  | Condensed Consolidated Statements of Income  
Three and Nine Months Ended September 30, 2002 and 2001 |  | 4   
|        |  |   |  | Condensed Consolidated Statements of Cash Flows  
Nine Months Ended September 30, 2002 and 2001       |  | 5   
|        |  |   |  | Notes to Condensed Consolidated Financial Statements                                                   |  | 6   
|Item 2. |  |   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 13  
|Item 3. |  |   |  | Quantitative and Qualitative Disclosures about Market Risk                                             |  | 20  
|Item 4. |  |   |  | Controls and Procedures                                                                                |  | 20  
|PART II |  |  |  | OTHER INFORMATION                                                                                      |  |     
|Item 1. |  |   |  | Legal
Proceedings                                                                                      |  | 20  
|Item 2. |  |   |  | Changes in
Securities and Use of Proceeds                                                              |  | 20  
|Item 3. |  |   |  | Defaults Upon
Senior Securities                                                                        |  | 20  
|Item 4. |  |   |  | Submission of
Matters to a Vote of Security Holders                                                    |  | 20  
|Item 5. |  |   |  | Other
Information                                                                                      |  | 20  
|Item 6. |  |   |  | Exhibits and
Reports on Form 8-K                                                                       |  | 21  
|        |  |   |  | Signatures and Certifications                                                                          |  | 21  

2



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##### Table of Contents






PART I  FINANCIAL INFORMATION




ITEM 1. Financial Statements




OCULAR SCIENCES, INC.
Condensed Consolidated Balance Sheets  (unaudited)
(In thousands, except share and per share data)

|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |         |         | 
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                                          |                                                                                                                                                       |                                            |         | September 30, |         | December 31,
|                                          |                                                                                                                                                       |                                            |         | 2002          |         | 2001*       
|                                          |                                                                                                                                                       |                                            |         |               |         |             
|ASSETS                                    |                                                                                                                                                       |                                            |         |               |         |              |         |        
|Current Assets:                           |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          | Cash and cash equivalents                                                                                                                             |                                            | $       | 11,538        |         |              | $       | 7,789   |        
|                                          | Accounts receivable, less allowance for sales returns and doubtful
accounts of $3,344 and $2,389 for 2002 and 2001, respectively                      |                                            |         | 55,631        |         |              |         | 46,696  |        
|                                          | Inventories                                                                                                                                           |                                            |         | 67,997        |         |              |         | 46,772  |        
|                                          | Prepaid expenses and other current assets                                                                                                             |                                            |         | 18,388        |         |              |         | 24,721  |        
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Current Assets                       |         |               | 153,554 |              |         |         | 125,978 | 
|Property and equipment, net               |                                                                                                                                                       |                                            | 143,061 |               |         |              | 128,157 |        
|Goodwill and other intangible assets, net |                                                                                                                                                       |                                            | 54,226  |               |         |              | 45,765  |        
|Loans to officers and employees           |                                                                                                                                                       |                                            | 1,048   |               |         |              | 1,505   |        
|Long-term investments                     |                                                                                                                                                       |                                            | 263     |               |         |              | 280     |        
|Other assets                              |                                                                                                                                                       |                                            | 3,823   |               |         |              | 2,652   |        
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Assets                               |         | $             | 355,975 |              |         | $       | 304,337 | 
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY      |                                                                                                                                                       |                                            |         |               |         |              |         |        
|Current Liabilities:                      |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          | Accounts payable                                                                                                                                      |                                            | $       | 9,883         |         |              | $       | 14,474  |        
|                                          | Accrued liabilities                                                                                                                                   |                                            |         | 38,409        |         |              |         | 34,155  |        
|                                          | Current portion of long-term debt                                                                                                                     |                                            |         | 497           |         |              |         | 12,660  |        
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Current Liabilities                  |         |               | 48,789  |              |         |         | 61,289  | 
|                                          | Deferred income taxes                                                                                                                                 |                                            |         | 5,131         |         |              |         | 4,394   |        
|                                          | Other liabilities                                                                                                                                     |                                            |         | 1,112         |         |              |         | 5,375   |        
|                                          | Long-term debt, less current portion                                                                                                                  |                                            |         | 33,416        |         |              |         | 3,388   |        
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Liabilities                          |         |               | 88,448  |              |         |         | 74,446  | 
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|Commitments and contingencies             |                                                                                                                                                       |                                            |         |               |         |              |         |        
|Stockholders Equity:                     |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          | Preferred stock, $0.001 par value; 4,000,000 shares authorized; none issued                                                                           |                                            |         |              |         |              |         |        |        
|                                          | Common stock, $0.001 par value; 80,000,000 shares authorized; 23,757,308
and 23,457,185 shares issued and outstanding for 2002 and 2001,
respectively |                                            |         | 24            |         |              |         | 24      |        
|                                          | Additional paid-in capital                                                                                                                            |                                            |         | 90,255        |         |              |         | 85,025  |        
|                                          | Retained earnings                                                                                                                                     |                                            |         | 179,556       |         |              |         | 148,624 |        
|                                          | Accumulated other comprehensive loss                                                                                                                  |                                            |         | (2,308        | )       |              |         | (3,782  | )      
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Stockholders Equity                 |         |               | 267,527 |              |         |         | 229,891 | 
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        
|                                          |                                                                                                                                                       | Total Liabilities and Stockholders Equity |         | $             | 355,975 |              |         | $       | 304,337 | 
|                                          |                                                                                                                                                       |                                            |         |               |         |              |         |        



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|* |  | The consolidated balance sheet at December 31, 2001 has been derived from
the Companys audited consolidated financial statements at that date, but
does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.

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OCULAR SCIENCES, INC.
Condensed Consolidated Statements of Income  (unaudited)
(In thousands, except share and per share data)

|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |            |        | 
|-------------------------------------------- | ------------------------------------------------------------------------------ | ---------------------------------------- | ------ | ------------------ | ------ | ----------------- | ------ | ---------- | ------ | ---- | ------- | ---------- | ------- | - | ------- | ---------- | ------ | 
|                                             |                                                                                |                                          |        | Three months ended |        | Nine months ended
|                                             |                                                                                |                                          |        | September 30,      |        | September 30,    
|                                             |                                                                                |                                          |        |                    |        |                  
|                                             |                                                                                |                                          |        | 2002               |        | 2001              |        | 2002       |        | 2001
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |     
|Net sales                                    |                                                                                | $                                        | 72,221 |                    |        | $                 | 61,502 |            |        | $    | 198,709 |            |         | $ | 166,695 |           
|Cost of sales                                |                                                                                |                                          | 31,658 |                    |        |                   | 27,722 |            |        |      | 88,125  |            |         |   | 72,381  |           
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             |                                                                                | Gross profit                             |        |                    | 40,563 |                   |        |            | 33,780 |      |         |            | 110,584 |   |         |            | 94,314 | 
|Selling and marketing expenses               |                                                                                |                                          | 15,756 |                    |        |                   | 10,623 |            |        |      | 40,569  |            |         |   | 30,719  |           
|General and administrative expenses          |                                                                                |                                          | 10,176 |                    |        |                   | 9,489  |            |        |      | 30,407  |            |         |   | 26,953  |           
|Research and development expenses            |                                                                                |                                          | 1,322  |                    |        |                   | 1,299  |            |        |      | 3,686   |            |         |   | 4,539   |           
|Acquired in-process research and
development |                                                                                |                                          |       |                    |        |                   |       |            |        |      |        |            |         |   | 4,150   |           
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             |                                                                                | Income from operations                   |        |                    | 13,309 |                   |        |            | 12,369 |      |         |            | 35,922  |   |         |            | 27,953 | 
|Interest expense                             |                                                                                |                                          | (8     | )                  |        |                   | (131   | )          |        |      | (621    | )          |         |   | (337    | )         
|Interest income                              |                                                                                |                                          | 43     |                    |        |                   | 92     |            |        |      | 327     |            |         |   | 795     |           
|Other income (expense)                       |                                                                                |                                          | 772    |                    |        |                   | (515   | )          |        |      | 1,865   |            |         |   | (556    | )         
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             |                                                                                | Income before provision for
income taxes |        |                    | 14,116 |                   |        |            | 11,815 |      |         |            | 37,493  |   |         |            | 27,855 | 
|Provision for income taxes                   |                                                                                |                                          | (2,353 | )                  |        |                   | (2,245 | )          |        |      | (6,561  | )          |         |   | (6,415  | )         
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             |                                                                                | Net income                               |        | $                  | 11,763 |                   |        | $          | 9,570  |      |         | $          | 30,932  |   |         | $          | 21,440 | 
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|Net income per share:                        |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             | Basic                                                                          |                                          | $      | 0.50               |        |                   | $      | 0.41       |        |      | $       | 1.31       |         |   | $       | 0.92       |       
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             | Diluted                                                                        |                                          | $      | 0.48               |        |                   | $      | 0.40       |        |      | $       | 1.26       |         |   | $       | 0.90       |       
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             | Weighted average common shares
outstanding                                     |                                          |        | 23,700,815         |        |                   |        | 23,407,685 |        |      |         | 23,601,421 |         |   |         | 23,356,586 |       
|                                             | Weighted average shares of stock
options under the treasury stock
method       |                                          |        | 734,882            |        |                   |        | 728,610    |        |      |         | 897,129    |         |   |         | 466,840    |       
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           
|                                             | Total weighted average common
and dilutive potential common
shares outstanding |                                          |        | 24,435,697         |        |                   |        | 24,136,295 |        |      |         | 24,498,550 |         |   |         | 23,823,426 |       
|                                             |                                                                                |                                          |        |                    |        |                   |        |            |        |      |         |            |         |   |         |           

See accompanying notes to condensed consolidated financial statements.

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OCULAR SCIENCES, INC.
Condensed Consolidated Statements of Cash Flows  (unaudited)
(In thousands)

|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |   |         |         |  
|------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------ | ------ | ------------------------------- | ------- | ------ | - | ------- | ------- | -
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        | Nine months ended September 30,
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        | 2002                            |         | 2001  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |       
|Cash flows from operating activities:                                    |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       | Net income                                                                        |                                                        | $      | 30,932                          |         |        | $ | 21,440  |        
|                                                                         |                                                                                                                       | Adjustments to reconcile net income to net cash
provided by operating activities: |                                                        |        |                                 |         |        |   |         |        
|                                                                         |                                                                                                                       |                                                                                   | Depreciation and amortization                          |        |                                 | 15,026  |        |   |         | 13,087  |  
|                                                                         |                                                                                                                       |                                                                                   | Income tax benefits from stock options exercised       |        |                                 | 810     |        |   |         |        |  
|                                                                         |                                                                                                                       |                                                                                   | Provision for sales returns and doubtful accounts      |        |                                 | 233     |        |   |         | (656    | )
|                                                                         |                                                                                                                       |                                                                                   | (Gain) loss on sale of property and equipment          |        |                                 | (40     | )      |   |         | 38      |  
|                                                                         |                                                                                                                       |                                                                                   | Exchange (gain) loss                                   |        |                                 | (2,043  | )      |   |         | 80      |  
|                                                                         |                                                                                                                       |                                                                                   | Acquired in-process research and development           |        |                                 |        |        |   |         | 4,150   |  
|                                                                         |                                                                                                                       |                                                                                   | Deferred income taxes                                  |        |                                 | 1,024   |        |   |         | (843    | )
|                                                                         | Changes in operating assets and liabilities, net of
effects of acquisitions:                                          |                                                                                   |                                                        |        |                                 |         |        |   |        
|                                                                         |                                                                                                                       |                                                                                   | Accounts receivable                                    |        |                                 | (16,473 | )      |   |         | (12,345 | )
|                                                                         |                                                                                                                       |                                                                                   | Inventories                                            |        |                                 | (12,394 | )      |   |         | (10,214 | )
|                                                                         |                                                                                                                       |                                                                                   | Prepaid expenses, other current and non-current assets |        |                                 | 5,042   |        |   |         | 110     |  
|                                                                         |                                                                                                                       |                                                                                   | Accounts payable                                       |        |                                 | (4,591  | )      |   |         | 5,092   |  
|                                                                         |                                                                                                                       |                                                                                   | Accrued liabilities                                    |        |                                 | 1,364   |        |   |         | 540     |  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       |                                                                                   | Net cash provided by operating activities              |        |                                 | 18,890  |        |   |         | 20,479  |  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|Cash flows from investing activities:                                    |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       | Purchase of property and equipment                                                |                                                        |        | (25,594                         | )       |        |   | (30,101 | )      
|                                                                         |                                                                                                                       | Sales and maturities of short and long-term investments                           |                                                        |        | 15                              |         |        |   | 11,613  |        
|                                                                         |                                                                                                                       | Loans to officers and employees                                                   |                                                        |        |                                |         |        |   | (500    | )      
|                                                                         |                                                                                                                       | Payment for acquisition, net of cash acquired                                     |                                                        |        | (10,294                         | )       |        |   | (48,277 | )      
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       |                                                                                   | Net cash used in investing activities                  |        |                                 | (35,873 | )      |   |         | (67,265 | )
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|Cash flows from financing activities:                                    |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       | Repayment of long-term debt                                                       |                                                        |        | (43,431                         | )       |        |   | (6,880  | )      
|                                                                         |                                                                                                                       | Proceeds from issuance of short and long-term debt                                |                                                        |        | 61,296                          |         |        |   | 6,000   |        
|                                                                         |                                                                                                                       | Proceeds from issuance of common stock                                            |                                                        |        | 4,420                           |         |        |   | 2,097   |        
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       |                                                                                   | Net cash provided by financing activities              |        |                                 | 22,285  |        |   |         | 1,217   |  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|Effect of exchange rate changes on cash and cash equivalents             |                                                                                                                       |                                                                                   | (1,553                                                 | )      |                                 |         | (872   | )
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         |                                                                                                                       |                                                                                   | Net increase (decrease) in cash and cash equivalents   |        |                                 | 3,749   |        |   |         | (46,441 | )
|Cash and cash equivalents at beginning of period                         |                                                                                                                       |                                                                                   | 7,789                                                  |        |                                 |         | 55,109 |  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|Cash and cash equivalents at end of period                               |                                                                                                                       | $                                                                                 | 11,538                                                 |        |                                 | $       | 8,668  |  
|                                                                         |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|Supplementary cash flow information:                                     |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         | Cash paid during the period for:                                                                                      |                                                                                   |                                                        |        |                                 |         |        |   |        
|                                                                         |                                                                                                                       |                                                                                   | Interest                                               |        | $                               | 455     |        |   | $       | 332     |  
|                                                                         |                                                                                                                       |                                                                                   | Taxes                                                  |        | $                               | 8,790   |        |   | $       | 6,164   |  
|Supplementary disclosure of non-cash investing and financing
activities: |                                                                                                                       |                                                                                   |                                                        |        |                                 |         |        |  
|                                                                         | Reduction to liabilities assumed and goodwill in connection
with the Essilor acquisition                              |                                                                                   | $                                                      | 974    |                                 |         | $      |  |        
|                                                                         | Acquisition of assets of Seiko Contactlens, Inc. (see Note 8
of notes to condensed consolidated financial statements) |                                                                                   | $                                                      | 11,215 |                                 |         | $      |  |        

See accompanying notes to condensed consolidated financial statements.

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OCULAR SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1  Basis of Preparation

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. The
accompanying unaudited condensed consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements at
and for the year ended December 31, 2001 and, in the opinion of management,
include all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of our financial condition as of September
30, 2002 and the results of our operations and comprehensive income for the
three and nine-month periods ended September 30, 2002 and 2001, respectively,
and our cash flows for the nine-month periods ended September 30, 2002 and
2001. These unaudited condensed consolidated financial statements should be
read in conjunction with our audited consolidated financial statements as of
December 31, 2001 and 2000 and for each of the three years ended December 31,
2001, including notes thereto, included in our Annual Report on Form 10-K for
the year ended December 31, 2001. Operating results for the nine-month period
ended September 30, 2002 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2002.

All amounts, unless otherwise indicated are in U.S. dollars.

Note 2  New Accounting Standards

The Financial Accounting Standards Boards Emerging Issues Task Force
(EITF) issued EITF 00-14, Accounting for Certain Sales Incentives, effective
January 1, 2002. EITF 00-14 requires that costs related to consumer coupons be
classified as a reduction of sales. We reclassified as deductions in net sales
approximately $451,000 and $1,025,000 of expenses which were previously
classified as selling and marketing expenses in the three and nine months ended
September 30, 2001, respectively.

The EITF also issued EITF 00-25, Vendor Income Statement Characterization
of Consideration to a Purchaser of the Vendors Products or Services,
effective January 1, 2002. EITF 00-25 requires that certain of our customer
promotional incentive payments, primarily cooperative merchandising allowances,
be classified as a reduction of sales. We reclassified as deductions in net
sales approximately $7.2 million and $19.8 million of customer promotional
incentives that were previously classified as selling and marketing expenses in
the three and nine months ended September 30, 2001, respectively.

On January 1, 2002, we adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The implementation of SFAS No. 144 did not have a material impact on our
consolidated financial statements.

The FASB issued SFAS No. 146, Accounting for Costs Associated with Exit
or Disposal Activities in June, 2002. SFAS No. 146 addresses accounting and
reporting for costs associated with exit and disposal activities and supercedes
EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred,
as defined by the Statement. Under EITF 94-3, an exit cost was recognized at
the date an entity committed to an exit plan. Additionally, SFAS No. 146
provides that exit and disposal costs should be measured at fair value and that
the associated liability will be adjusted for changes in estimated cash flows.
The provisions of SFAS No. 146 are effective for exit and disposal activities
initiated after December 31, 2002.

Note 3  Balance Sheet Items

Inventories consisted of the following (in thousands):

|                |  |               |        |              |  |   |        | 
|--------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                |  | September 30, |        | December 31,
|                |  | 2002          |        | 2001        
|                |  |               |        |             
|Raw materials   |  | $             | 5,581  |              |  | $ | 6,313  | 
|Work in process |  |               | 3,304  |              |  |   | 3,866  | 
|Finished goods  |  |               | 59,112 |              |  |   | 36,593 | 
|                |  |               |        |              |  |   |        | 
|                |  | $             | 67,997 |              |  | $ | 46,772 | 
|                |  |               |        |              |  |   |        | 

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Prepaid expenses and other current assets consisted of the following (in
thousands):

|                             |  |               |        |              |  |   |        | 
|---------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                             |  | September 30, |        | December 31,
|                             |  | 2002          |        | 2001        
|                             |  |               |        |             
|Refundable taxes             |  | $             | 799    |              |  | $ | 7,426  | 
|Deferred income taxes        |  |               | 7,982  |              |  |   | 8,269  | 
|Value added taxes receivable |  |               | 1,834  |              |  |   | 2,803  | 
|Prepaid insurance            |  |               | 948    |              |  |   | 2,472  | 
|Prepaid expenses             |  |               | 3,849  |              |  |   | 1,329  | 
|Other current assets         |  |               | 2,976  |              |  |   | 2,422  | 
|                             |  |               |        |              |  |   |        | 
|                             |  | $             | 18,388 |              |  | $ | 24,721 | 
|                             |  |               |        |              |  |   |        | 

Accrued liabilities consisted of the following (in thousands):

|                                             |  |               |        |              |  |   |        | 
|-------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                                             |  | September 30, |        | December 31,
|                                             |  | 2002          |        | 2001        
|                                             |  |               |        |             
|Accrued expenses                             |  | $             | 20,732 |              |  | $ | 20,966 | 
|Accrued restructuring expense                |  |               | 8,119  |              |  |   | 7,871  | 
|Accrued cooperative merchandising allowances |  |               | 9,316  |              |  |   | 5,318  | 
|Accrued value added taxes payable            |  |               | 242    |              |  |   |       | 
|                                             |  |               |        |              |  |   |        | 
|                                             |  | $             | 38,409 |              |  | $ | 34,155 | 
|                                             |  |               |        |              |  |   |        | 

Note 4  Goodwill and Other Intangible Assets

In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 142 provides guidance on how to account for goodwill and
certain intangible assets after an acquisition is completed. The most
substantive change is that goodwill and other indefinite life intangible assets
can no longer be amortized but instead should be periodically tested for
impairment. Therefore, we no longer amortize goodwill and certain other
intangible assets, principally assembled workforce.

We have completed the first step of SFAS No. 142 transitional goodwill
impairment test and have determined that as of January 1, 2002 our goodwill had
not been impaired. In the future, we will perform the annual impairment test
required by SFAS No. 142 in the fourth quarter of each fiscal year.

Goodwill and other intangible assets (gross) consisted of the following
(in thousands):

|                                              |  |               |        |              |  |   |        | 
|--------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                                              |  | September 30, |        | December 31,
|                                              |  | 2002          |        | 2001        
|                                              |  |               |        |             
|Goodwill                                      |  | $             | 37,324 |              |  | $ | 31,965 | 
|Intangible assets subject to amortization     |  |               | 22,099 |              |  |   | 17,916 | 
|Intangible assets not subject to amortization |  |               | 3,822  |              |  |   | 3,630  | 
|                                              |  |               |        |              |  |   |        | 
|                                              |  | $             | 63,245 |              |  | $ | 53,511 | 
|                                              |  |               |        |              |  |   |        | 

Accumulated amortization consisted of the following (in thousands):

|                                              |  |               |       |              |  |   |       | 
|--------------------------------------------- |  | ------------- | ----- | ------------ |  | - | ----- | 
|                                              |  | September 30, |       | December 31,
|                                              |  | 2002          |       | 2001        
|                                              |  |               |       |             
|Goodwill                                      |  | $             | 2,067 |              |  | $ | 2,067 | 
|Intangible assets subject to amortization     |  |               | 6,477 |              |  |   | 5,204 | 
|Intangible assets not subject to amortization |  |               | 475   |              |  |   | 475   | 
|                                              |  |               |       |              |  |   |       | 
|                                              |  | $             | 9,019 |              |  | $ | 7,746 | 
|                                              |  |               |       |              |  |   |       | 

Goodwill and other intangible assets, net of accumulated depreciation,
consisted of the following (in thousands):

|                                              |  |               |        |              |  |   |        | 
|--------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                                              |  | September 30, |        | December 31,
|                                              |  | 2002          |        | 2001        
|                                              |  |               |        |             
|Goodwill                                      |  | $             | 35,257 |              |  | $ | 29,898 | 
|Intangible assets subject to amortization     |  |               | 15,622 |              |  |   | 12,712 | 
|Intangible assets not subject to amortization |  |               | 3,347  |              |  |   | 3,155  | 
|                                              |  |               |        |              |  |   |        | 
|                                              |  | $             | 54,226 |              |  | $ | 45,765 | 
|                                              |  |               |        |              |  |   |        | 

The total weighted average amortization period of intangible assets subject to
amortization is approximately 11 years.

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Intangible assets subject to amortization consist primarily of marketing
rights, patents, customer lists, core technology and trade names. Amortization
expense for intangible assets subject to amortization amounted to approximately
$630,000 and $1,403,000 for the three and nine months ended September 30, 2002,
respectively and approximately $360,000 and $1,071,000 for the three and nine
months ended September 30, 2001, respectively.

Amortization expense for each of the five succeeding fiscal years will
amount to approximately (in thousands):

|                         |  |              |       | 
|------------------------ |  | ------------ | ----- | 
|                         |  | Amortization
|Year ending December 31, |  | expense     
|                         |  |             
|2003                     |  | $            | 2,100 | 
|2004                     |  |              | 2,100 | 
|2005                     |  |              | 2,000 | 
|2006                     |  |              | 2,000 | 
|2007                     |  |              | 1,500 | 
|                         |  |              |       | 
|Total                    |  | $            | 9,700 | 
|                         |  |              |       | 

As required under SFAS No. 142, we have ceased to amortize goodwill and
assembled workforce beginning January 1, 2002. As of September 30, 2002,
unamortized goodwill and assembled workforce was approximately $39 million.
This reduction in amortization effective January 1, 2002 may affect the
comparability of current period results of operations with prior periods. The
following table discloses what reported net income, including income tax
effects, and basic and diluted net income per share would have been in all
periods presented exclusive of amortization expense (in thousands, except for
per share amounts):

|                     |                                            |   |                    |   |                   |   |        |     |      |   |        |   |  |   |        |       | 
|-------------------- | ------------------------------------------ | - | ------------------ | - | ----------------- | - | ------ | --- | ---- | - | ------ | - |  | - | ------ | ----- | 
|                     |                                            |   | Three months ended |   | Nine months ended
|                     |                                            |   | September 30,      |   | September 30,    
|                     |                                            |   |                    |   |                  
|                     |                                            |   | 2002               |   | 2001              |   | 2002   |     | 2001
|                     |                                            |   |                    |   |                   |   |        |     |     
|Net income:          |                                            |   |                    |   |                   |   |        |     |      |   |        |   |  |   |        |      
|Reported net income: |                                            | $ | 11,763             |   |                   | $ | 9,570  |     |      | $ | 30,932 |   |  | $ | 21,440 |      
|                     | Add back: Goodwill amortization            |   |                    |  |                   |   |        | 402 |      |   |        |  |  |   |        | 1,016 | 
|                     | Add back: Assembled workforce amortization |   |                    |  |                   |   |        | 105 |      |   |        |  |  |   |        | 266   | 
|                     |                                            |   |                    |   |                   |   |        |     |      |   |        |   |  |   |        |      
|Adjusted net income: |                                            | $ | 11,763             |   |                   | $ | 10,077 |     |      | $ | 30,932 |   |  | $ | 22,722 |      
|                     |                                            |   |                    |   |                   |   |        |     |      |   |        |   |  |   |        |      

|                            |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |     | 
|--------------------------- | -------------------------------- | - | ------------------ | - | ----------------- | - | ---- | --- | ---- | - | ---- | - |  | - | ---- | --- | 
|                            |                                  |   | Three months ended |   | Nine months ended
|                            |                                  |   | September 30,      |   | September 30,    
|                            |                                  |   |                    |   |                  
|                            |                                  |   | 2002               |   | 2001              |   | 2002 |     | 2001
|                            |                                  |   |                    |   |                   |   |      |     |     
|Basic net income per share: |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    
|Reported net income:        |                                  | $ | 0.50               |   |                   | $ | 0.41 |     |      | $ | 1.31 |   |  | $ | 0.92 |    
|                            | Goodwill amortization            |   |                    |  |                   |   |      | .02 |      |   |      |  |  |   |      | .04 | 
|                            | Assembled workforce amortization |   |                    |  |                   |   |      |    |      |   |      |  |  |   |      | .01 | 
|                            |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    
|Adjusted net income:        |                                  | $ | 0.50               |   |                   | $ | 0.43 |     |      | $ | 1.31 |   |  | $ | 0.97 |    
|                            |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    

|                              |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |     | 
|----------------------------- | -------------------------------- | - | ------------------ | - | ----------------- | - | ---- | --- | ---- | - | ---- | - |  | - | ---- | --- | 
|                              |                                  |   | Three months ended |   | Nine months ended
|                              |                                  |   | September 30,      |   | September 30,    
|                              |                                  |   |                    |   |                  
|                              |                                  |   | 2002               |   | 2001              |   | 2002 |     | 2001
|                              |                                  |   |                    |   |                   |   |      |     |     
|Diluted net income per share: |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    
|Reported net income:          |                                  | $ | 0.48               |   |                   | $ | 0.40 |     |      | $ | 1.26 |   |  | $ | 0.90 |    
|                              | Goodwill amortization            |   |                    |  |                   |   |      | .02 |      |   |      |  |  |   |      | .04 | 
|                              | Assembled workforce amortization |   |                    |  |                   |   |      |    |      |   |      |  |  |   |      | .01 | 
|                              |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    
|Adjusted net income:          |                                  | $ | 0.48               |   |                   | $ | 0.42 |     |      | $ | 1.26 |   |  | $ | 0.95 |    
|                              |                                  |   |                    |   |                   |   |      |     |      |   |      |   |  |   |      |    

Note 5  Comprehensive Income

Comprehensive income consisted of (in thousands):

|                                        |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                        |  | Three months ended |        | Nine months ended
|                                        |  | September 30,      |        | September 30,    
|                                        |  |                    |        |                  
|                                        |  | 2002               |        | 2001              |  | 2002 |       | 2001
|                                        |  |                    |        |                   |  |      |       |     
|Net income                              |  | $                  | 11,763 |                   |  | $    | 9,570 |      |  | $ | 30,932 |   |  | $ | 21,440 |  
|                                        |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|Foreign currency translation
adjustment |  |                    | 2,162  |                   |  |      | 104   |      |  |   | 1,476  |   |  |   | (793   | )
|Net unrealized losses on investments    |  |                    |       |                   |  |      |      |      |  |   | (2     | ) |  |   | (18    | )
|                                        |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|Other comprehensive gain (loss)         |  |                    | 2,162  |                   |  |      | 104   |      |  |   | 1,474  |   |  |   | (811   | )
|                                        |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|Comprehensive income                    |  | $                  | 13,925 |                   |  | $    | 9,674 |      |  | $ | 32,406 |   |  | $ | 20,629 |  
|                                        |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  

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Note 6  Net Income Per Share

In accordance with SFAS No. 128, Earnings Per Share, basic earnings per
share is calculated using the weighted average number of common shares
outstanding during the period. Diluted earnings per share is calculated using
the weighted average number of common shares and dilutive potential common
shares outstanding during the period. Dilutive potential common shares
represent shares issuable upon the exercise of outstanding options and are
calculated using the treasury stock method.

Options to purchase 971,720 and 813,270 shares of our common stock for the
three and nine months ended September 30, 2002, respectively, were not included
in the computation of diluted earnings per share because their exercise prices
were greater than the average market price of our common stock of $24.05 and
$25.89 per share, respectively. Options to purchase 913,070 and 1,284,390
shares of our common stock for the three and nine months ended September 30,
2001, respectively, were not included in the computation of diluted earnings
per share because their exercise prices were greater than the average market
price of our common stock of $21.51 and $19.27 per share, respectively.

Note 7  Acquisition of the Contact Lens Business from Essilor International S.A.

On February 12, 2001, we acquired the contact lens business of Essilor
International (Compagnie Generale dOptique) S. A. (Essilor). We acquired
Essilors sales and distribution assets of the contact lens business in Europe
and the United States and manufacturing facilities in France, the United
Kingdom and the United States. The primary reasons for this
acquisition were to
expand our presence in Europe and to increase our breadth of product offerings.

We have accounted for the acquisition using the purchase method.
Accordingly, the operating results of Essilor are included in our operating
results from February 1, 2001.

The $48,590,000 purchase price for the assets acquired and liabilities
assumed was comprised of $44,476,000 in cash and $4,114,000 in acquisition
costs. There were no contingent payments, pre-acquisition contingencies or
other commitments specified in the acquisition agreement.

The purchase price has been allocated as follows (in thousands):

|                                    |  |   |         |  
|----------------------------------- |  | - | ------- | -
|Goodwill                            |  | $ | 27,630  |  
|Inventory                           |  |   | 6,532   |  
|Accounts receivable                 |  |   | 6,127   |  
|Property and equipment              |  |   | 5,627   |  
|In-process research and development |  |   | 4,150   |  
|Assembled workforce                 |  |   | 3,630   |  
|Core technology                     |  |   | 3,490   |  
|Customer list                       |  |   | 2,700   |  
|Trade names                         |  |   | 1,650   |  
|Other assets                        |  |   | 2,666   |  
|Liabilities assumed                 |  |   | (15,612 | )
|                                    |  |   |         |  
|                                    |  | $ | 48,590  |  
|                                    |  |   |         |  

Included in the liabilities assumed are accruals for costs associated with
exiting certain activities and facilities of the acquired Essilor operations
that were considered duplicative. This includes accruals for severance costs
related to workforce reductions across all functions and exit costs associated
with exiting certain facilities, dismantling equipment and other miscellaneous
exit costs. Details of the exit costs and severance costs paid and charged
against the accrual are presented in the following table (in thousands):

|                                |  |                   |       |          |  |             |        |                   |  |          |    |             |  |                    |       |             |  |    |        |   |  |            |     |  |  |   |       | 
|------------------------------- |  | ----------------- | ----- | -------- |  | ----------- | ------ | ----------------- |  | -------- | -- | ----------- |  | ------------------ | ----- | ----------- |  | -- | ------ | - |  | ---------- | --- |  |  | - | ----- | 
|                                |  | Accrual as        |       |          |  |             |        |                   |  |          |    | Accrual as  |  |                    |       |             |  |    |        |   |  | Accrual as
|                                |  | of                |       |          |  |             |        | Translation       |  | of       |    |             |  |                    |       | Translation |  | of
|                                |  | February 12, 2001 |       | Payments |  | Adjustments |        | December 31, 2001 |  | Payments |    | Adjustments |  | September 30, 2002
|                                |  |                   |       |          |  |             |        |                   |  |          |    |             |  |                   
|Severance costs                 |  | $                 | 7,145 |          |  | $           | (501   | )                 |  | $        | 59 |             |  | $                  | 6,703 |             |  | $  | (2,095 | ) |  | $          | 447 |  |  | $ | 5,055 | 
|Facility costs                  |  |                   | 1,566 |          |  |             | (755   | )                 |  |          |   |             |  |                    | 811   |             |  |    | (115   | ) |  |            | 70  |  |  |   | 766   | 
|Equipment and
dismantling costs |  |                   | 250   |          |  |             |       |                   |  |          |   |             |  |                    | 250   |             |  |    | (15    | ) |  |            | 27  |  |  |   | 262   | 
|Miscellaneous costs             |  |                   | 107   |          |  |             |       |                   |  |          |   |             |  |                    | 107   |             |  |    | (9     | ) |  |            | 8   |  |  |   | 106   | 
|                                |  |                   |       |          |  |             |        |                   |  |          |    |             |  |                    |       |             |  |    |        |   |  |            |     |  |  |   |       | 
|Total                           |  | $                 | 9,068 |          |  | $           | (1,256 | )                 |  | $        | 59 |             |  | $                  | 7,871 |             |  | $  | (2,234 | ) |  | $          | 552 |  |  | $ | 6,189 | 
|                                |  |                   |       |          |  |             |        |                   |  |          |    |             |  |                    |       |             |  |    |        |   |  |            |     |  |  |   |       | 

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Management began formulating the plans to exit certain activities and
facilities of the acquired Essilor operations at the time of the acquisition
and expects to complete all actions under such plans by June 30, 2003.

The purchase price was more than the fair value of the net assets acquired
of approximately $20,960,000, resulting in goodwill of approximately
$27,630,000. Subsequent to December 31, 2001, goodwill and assembled workforce
have not been subject to amortization due to their infinite lives. Customer
lists, existing technology and trade names are included as components of
intangible assets and are being amortized on a straight-line basis over their
useful lives as listed in the table below:

|                  |  |         
|----------------- |  | --------
|                  |  | Useful  
|Intangible Assets |  | Life    
|                  |  |         
|Core technology   |  | 10 years
|Trade names       |  | 12 years
|Customer lists    |  | 15 years

The total weighted average amortization period of intangible assets
subject to amortization is approximately 12 years.

As a result of the acquisition, we recorded acquired in-process research
and development totaling $4,150,000. This charge relates to Essilors Fully
Molded Toric Lenses and Photochromic Lenses, all of which were under
development on the date of the acquisition. These projects under development
were valued on the premise of fair market value in continued use employing a
version of the income approach referred to as the discounted cash flow
approach. This methodology is based on discounting to present value, at an
appropriate risk-adjusted discount rate, both the expenditures to be made to
complete the development efforts and the operating cash flows which the
applications are projected to generate, less a return on the assets necessary
to generate the operating cash flows.

From these projected revenues, we deducted costs of sales, operating
costs, royalties and taxes to determine net cash flows. We estimated the
percentage of completion of the development efforts for each product by
comparing the estimated costs incurred and portions of the development
accomplished prior to the acquisition date, to the total estimated costs and
total development efforts required to fully develop these products. This
percentage was calculated for each product and was then applied to the net cash
flows that each product was projected to generate. These net cash flows were
then discounted to present values using appropriate risk-adjusted discount
rates in order to arrive at discounted fair values for each product.

The following table reflects unaudited pro forma combined results of
operations of the Company and Essilor on the basis that the acquisition had
taken place on January 1, 2001 (in thousands, except per share data):

|                      |         |   |                    |      | 
|--------------------- | ------- | - | ------------------ | ---- | 
|                      |         |   | Nine months ended 
|                      |         |   | September 30, 2001
|                      |         |   |                   
|Net sales             |         | $ | 170,894            |     
|Net income            |         | $ | 21,874             |     
|Net income per share: |         |   |                    |     
|                      | Basic   |   | $                  | 0.94 | 
|                      | Diluted |   | $                  | 0.92 | 

Note 8  Acquisition of Assets of Seiko Contactlens, Inc.

On March 11, 2002, we entered into an agreement to acquire certain assets
of Seiko Contactlens, Inc. (Seiko). The purchase was completed on April 1,
2002. The primary reasons for this acquisition were to strengthen our presence
and enhance our competitive positioning in Japan.

As part of the acquisition, we hired 74 Seiko sales and administrative
personnel. Seiko had been our distributor in Japan.

We have accounted for the acquisition under the purchase method of
accounting and accordingly the operating results of Seiko have been included in
our operating results from April 1, 2002.

The purchase price consisted of (in thousands):

|                                |  |   |        | 
|------------------------------- |  | - | ------ | 
|Exchange of accounts receivable |  | $ | 11,215 | 
|Cash                            |  |   | 8,823  | 
|Acquisition costs               |  |   | 1,580  | 
|                                |  |   |        | 
|                                |  | $ | 21,618 | 
|                                |  |   |        | 

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The accounts receivable represents amounts owed to us from Seiko and
exchanged as part of the acquisition.

We have preliminarily evaluated the assets and liabilities acquired and
have allocated the $21.6 million purchase price based on this evaluation, which
is subject to change. The preliminary purchase price allocation consisted of
(in thousands):

|                    |  |   |        |  
|------------------- |  | - | ------ | -
|Goodwill            |  | $ | 6,384  |  
|Customer lists      |  |   | 3,540  |  
|Favorable contracts |  |   | 330    |  
|Inventory           |  |   | 9,489  |  
|Accounts receivable |  |   | 3,909  |  
|Liabilities assumed |  |   | (2,034 | )
|                    |  |   |        |  
|                    |  | $ | 21,618 |  
|                    |  |   |        |  

Goodwill has not been subject to amortization due to its infinite life.
Customer lists and favorable contracts are included as components of intangible
assets and are being amortized on a straight-line basis over their useful lives
as listed in the table below:

|                    |  |         
|------------------- |  | --------
|                    |  | Useful  
|Intangible Assets   |  | Life    
|                    |  |         
|Customer lists      |  | 10 years
|Favorable contracts |  | 3 years 

The total weighted average amortization period of intangible assets
subject to amortization is approximately 8 years.

Included in the liabilities assumed are accruals for costs associated with
exiting certain activities and facilities of the acquired Seiko operations that
were considered duplicative. This includes accruals for severance costs related
to workforce reductions across all functions and exit costs associated with
exiting certain activities and facilities. Details of the severance and exit
costs paid and charged against the accrual are presented in the following table
(in thousands):

|                              |  |               |       |          |  |             |      |                    |  |    |     |            |  |   |       | 
|----------------------------- |  | ------------- | ----- | -------- |  | ----------- | ---- | ------------------ |  | -- | --- | ---------- |  | - | ----- | 
|                              |  | Accrual as    |       |          |  |             |      |                    |  |    |     | Accrual as
|                              |  | of            |       |          |  |             |      | Translation        |  | of
|                              |  | April 1, 2002 |       | Payments |  | Adjustments |      | September 30, 2002
|                              |  |               |       |          |  |             |      |                   
|Severance costs               |  | $             | 277   |          |  | $           | (213 | )                  |  | $  | 6   |            |  | $ | 70    | 
|Facility and other exit costs |  |               | 1,710 |          |  |             |     |                    |  |    | 151 |            |  |   | 1,861 | 
|                              |  |               |       |          |  |             |      |                    |  |    |     |            |  |   |       | 
|Total                         |  | $             | 1,987 |          |  | $           | (213 | )                  |  | $  | 157 |            |  | $ | 1,931 | 
|                              |  |               |       |          |  |             |      |                    |  |    |     |            |  |   |       | 

Management began formulating the plans to exit certain activities and
facilities of the acquired Seiko operations at the time of the acquisition and
expects to complete all actions under such plans by December 31, 2003.

The following table reflects unaudited pro forma combined results of
operations of the Company and Seiko on the basis that the acquisition had taken
place on January 1, 2001 (in thousands, except per share data):

|                      |         |   |                    |      |                    |   |                    |      |  |   |         |      | 
|--------------------- | ------- | - | ------------------ | ---- | ------------------ | - | ------------------ | ---- |  | - | ------- | ---- | 
|                      |         |   | Three months ended |      | Nine months ended  |   | Nine months ended 
|                      |         |   | September 30, 2001 |      | September 30, 2001 |   | September 30, 2002
|                      |         |   |                    |      |                    |   |                   
|Net sales             |         | $ | 66,701             |      |                    | $ | 183,941            |      |  | $ | 199,708 |     
|Net income            |         | $ | 6,909              |      |                    | $ | 15,555             |      |  | $ | 30,976  |     
|Net income per share: |         |   |                    |      |                    |   |                    |      |  |   |         |     
|                      | Basic   |   | $                  | 0.30 |                    |   | $                  | 0.67 |  |   | $       | 1.31 | 
|                      | Diluted |   | $                  | 0.29 |                    |   | $                  | 0.65 |  |   | $       | 1.26 | 

Note 9  New Credit Facility

On April 16, 2002, we completed a new $50 million credit facility with two
banks. Revolving loans under this facility mature on April 16, 2005, and bear
interest at 0.50% below one of the banks prime rate or 1.00% to 1.50% above
the eurodollar rate depending on our ratio of total funded debt to earnings
before interest and taxes plus non-cash charges. The facility provides an
option to convert any outstanding revolving loans not to exceed $40 million at
the maturity date to a four-year term loan. The term loan, once repaid, may not
be reborrowed. This credit agreement contains covenants, which, among other
things, require us to maintain certain financial ratios. As of September 30,
2002, there were $30.0 million of revolving loans outstanding under this credit
agreement and the interest rate was 2.80% and 4.25% on loan balances of $22.5
million and $7.5 million, respectively. This revolving loan is included in
long-

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term liabilities in the accompanying balance sheet as of September 30,
2002 based on our ability and intent to defer payment beyond September 30,
2003. Borrowings under this agreement are secured by a pledge of 100% of the
outstanding common stock of Ocular Sciences Puerto Rico and Sunsoft, Inc. and
65% of the outstanding common stock of our Barbados and Canadian subsidiaries.

Note 10  1997 Directors Stock Option Plan

In April 2002, our stockholders approved an amendment to increase the
number of shares of common stock authorized and reserved for issuance under the
1997 Directors Stock Option Plan by 300,000 (from 400,000 to 700,000 shares).

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part
I  Item 1 of this Quarterly Report and the audited consolidated financial
statements and notes thereto and Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report on
Form 10-K for the year ended December 31, 2001.

This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. Such
statements relate to our future performance and plans, results of operations,
capital expenditures, acquisitions and operating improvements and costs. You
can identify forward-looking statements by the use of forward-looking
terminology such as believes, expects, may, will, should, seeks,
approximately, intends, plans, pro forma, estimates or anticipates
or the negative of these words and phrases or similar words or phrases. You can
also identify forward-looking statements by discussions of strategy, plans or
intentions. Forward-looking statements involve numerous risks and uncertainties
and you should not rely upon them as predictions of future events. There is no
assurance that the events or circumstances reflected in forward-looking
statements will be achieved or will occur. Forward-looking statements are
necessarily dependent on assumptions, data, or methods that may be incorrect or
imprecise and we may not be able to realize them. Factors that could cause
actual results and future events to differ materially from those set forth or
contemplated in the forward-looking statements include risks associated with
the overall economic environment, the integration of the Essilor and Seiko
Contactlens businesses, the impact of competitive products and pricing, product
demand both domestically and overseas, market receptiveness to various product
launches, higher than expected employee turnover, extended manufacturing
difficulties, customer bad debts, currency fluctuations, other risks of doing
business internationally and the other risks detailed in the sections entitled
Item 1, Business  Risk Factors, and Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations and elsewhere in our
Annual Report on Form 10-K for the year ended December 31, 2001, and from time
to time our other reports filed with the Securities and Exchange Commission. We
caution you not to place undue reliance on forward-looking statements, which
reflect our analysis only and speak as of the date of this report or as of the
dates indicated in the statements. Unless the context otherwise requires, the
terms we, us, and our refer to Ocular Sciences, Inc. and its
subsidiaries.

ACQUISITIONS

On February 12, 2001, we acquired the contact lens business of Paris-based
Essilor International (Compagnie Generale dOptique) S.A. (Essilor). We
acquired, among other things, the sales and distribution assets of the contact
lens business in Europe and the United States and manufacturing facilities in
France, the United Kingdom and the United States. We accounted for the
acquisition using the purchase method. Accordingly, the operating results of
Essilor are included in our operating results from February 1, 2001. The
$48,590,000 purchase price for the acquired assets was comprised of $44,476,000
in cash and $4,114,000 in acquisition costs. Acquired in-process research and
development costs of $4,150,000 were expensed in the year ended December 31,
2001, as it was determined that the technology had no alternative uses. There
were no contingent payments, pre-acquisition contingencies or other commitments
specified in the acquisition agreement.

On March 11, 2002, we entered into an agreement to acquire certain assets
of Seiko Contactlens, Inc. (Seiko). The purchase was
completed on April 1, 2002 at a cost of $21,618,000. Seiko had been our distributor in Japan. We have
accounted for the acquisition under the purchase method of accounting and
accordingly the operating results of Seiko has been included in our operating
results from April 1, 2002. The $21,618,000 purchase price was comprised of an
exchange of accounts receivable of $11,215,000, cash of $8,823,000 and
acquisition costs of $1,580,000. There were no contingent payments,
pre-acquisition contingencies or other commitments specified in the acquisition
agreement.

Critical Accounting Policies

The Companys critical accounting policies are as follows:



| |  |  | revenue recognition;                                           
| | - |  | ---------------------------------------------------------------
|
| |  |  | estimating valuation allowances and accrued liabilities;       
|
| |  |  | accounting for income taxes;                                   
|
| |  |  | valuation of long-lived and intangible assets and goodwill; and

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| |  |  | estimates inherent in purchase accounting.
| | - |  | ------------------------------------------

Recognizing Revenue

Revenue is recognized based on the terms of sale with the customer,
generally upon product shipment. We have established programs that, under
specified conditions, enable our customers to return product. We establish
reserves for estimated returns and allowances at the time revenues are
recognized. In addition, accruals for customer discounts and rebates are
recorded when revenues are recognized. Amounts billed to customers in sale
transactions related to shipping and handling are classified as revenue.

Estimating Valuation Allowances and Accrued Liabilities

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.

We specifically analyze the aging of accounts receivable and also analyze
historical bad debts, customer concentrations, customer credit-worthiness,
current economic trends and changes in customer payment terms and sales returns
when evaluating the adequacy of the allowance for doubtful accounts and sales
returns in any accounting period. Material differences may result in the amount
and timing of revenue and or expenses for any period if we had made different
judgments or utilized different estimates.

We assess the need for reserves on inventory based on monthly forward
projections of sales of products that are updated periodically. Inventories are
recorded at the lower of cost (first-in, first-out method) or market. Cost
includes material, labor and applicable factory overhead. Provision for
potentially obsolete or slow moving inventory is made based upon our analysis of inventory levels and forecasted sales. Once inventory is reserved,
the reserve can only be relieved by the subsequent sale or disposal of the
inventory.

Accounting for Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates recognized in income in the period that includes the
enactment date.

In preparing our condensed consolidated financial statements, we are
required to estimate our income taxes in each of the jurisdictions in which we
operate. This process involves estimating actual current tax liability together
with assessing temporary differences resulting from differing treatment of
items, such as deferred revenue, for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included
within the consolidated balance sheet. Significant management judgment is
required in determining the provision for income taxes, deferred tax assets and
liabilities. In the event that actual results differ from these estimates or we
adjust these estimates in future periods, our financial position and results of
operations could be materially impacted.

Valuation of Long-Lived and Intangible Assets and Goodwill

We periodically review long-lived assets and certain identifiable
intangible assets for impairment in accordance with SFAS No. 144, Accounting
for the Impairment or Disposal of Long-lived Assets. Goodwill and certain
intangible assets, which are not subject to amortization, are periodically
reviewed for impairment in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets .

For assets to be held and used, including acquired intangibles, we
initiate our review whenever events or changes in circumstances indicate that
the carrying amount of goodwill and intangible assets may not be recoverable.
Recoverability of an asset is measured by comparison of its carrying amount to
the expected future undiscounted cash flows (without interest charges) that the
asset is expected to generate. Any impairment to be recognized is measured by
the amount by which the carrying amount of the asset exceeds its fair market
value. Significant management judgment is required in the forecasting of future
operating results which are used in the preparation of projected discounted
cash flows.

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In January 2002, Statement of Financial Accounting Standards (SFAS) No.
142, Goodwill and Other Intangible Assets became effective and as a result,
we have ceased to amortize goodwill and assembled workforce beginning January
1, 2002. As of September 30, 2002, unamortized goodwill and assembled workforce
was approximately $39 million. In lieu of amortization, we are required to
perform an initial impairment review of goodwill in 2002 and an annual
impairment review thereafter. We have completed the first step of SFAS No. 142
transitional goodwill impairment test and have determined that as of January 1,
2002 our goodwill had not been impaired. In the future, we will perform the
annual impairment test required by SFAS No. 142 in the fourth quarter of each
fiscal year.

There can be no assurance that a material impairment charge will not be
recorded in the future.

Estimates Inherent in Purchase Accounting

Purchase accounting requires extensive use of accounting estimates and
judgments to allocate the purchase price to the fair market value of the assets
purchased and liabilities assumed. In our recording of the acquisition of the
assets of Essilor and Seiko Contactlens, values were assigned to identifiable
intangible assets based on managements forecasts and projections that include
assumptions related to future revenues and cash flows generated from the
acquired assets.

The allocation of Essilors purchase price to in-process research and
development of $4.2 million represented the estimated fair value based on
risk-adjusted cash flows related to the incomplete research and development
projects. At February 12, 2001, the development of these projects had not
reached technological feasibility and the research and development in progress
had no alternative uses. Accordingly, these costs were expensed in the
statement of operations for the year ended December 31, 2001.

New Accounting Pronouncements Adopted

See Note 2 and Note 4 to Notes to Condensed Consolidated Financial
Statements which are incorporated herein by reference.

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##### Table of Contents



Results of Operations

Net Sales

|                             |  |                                  |            |      |  |          |            |   |  |  |      |  
|---------------------------- |  | -------------------------------- | ---------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                             |  | Three Months Ended September 30, |            |      |  |         
|                             |  |                                  |            |      |  |         
|                             |  | 2002                             |            | 2001 |  | % Change
|                             |  |                                  |            |      |  |         
|U.S.                         |  | $                                | 34,347,000 |      |  | $        | 32,794,000 |   |  |  | 4.7  | %
|As a percentage of net sales |  |                                  | 47.6       | %    |  |          | 53.3       | % |  |  |      |  
|International                |  | $                                | 37,874,000 |      |  | $        | 28,708,000 |   |  |  | 31.9 | %
|As a percentage of net sales |  |                                  | 52.4       | %    |  |          | 46.7       | % |  |  |      |  
|                             |  |                                  |            |      |  |          |            |   |  |  |      |  
|Net sales                    |  | $                                | 72,221,000 |      |  | $        | 61,502,000 |   |  |  | 17.4 | %
|                             |  |                                  |            |      |  |          |            |   |  |  |      |  

|                             |  |                                 |             |      |  |          |             |   |  |  |      |  
|---------------------------- |  | ------------------------------- | ----------- | ---- |  | -------- | ----------- | - |  |  | ---- | -
|                             |  | Nine Months Ended September 30, |             |      |  |         
|                             |  |                                 |             |      |  |         
|                             |  | 2002                            |             | 2001 |  | % Change
|                             |  |                                 |             |      |  |         
|U.S.                         |  | $                               | 99,910,000  |      |  | $        | 94,133,000  |   |  |  | 6.1  | %
|As a percentage of net sales |  |                                 | 50.3        | %    |  |          | 56.5        | % |  |  |      |  
|International                |  | $                               | 98,799,000  |      |  | $        | 72,562,000  |   |  |  | 36.2 | %
|As a percentage of net sales |  |                                 | 49.7        | %    |  |          | 43.5        | % |  |  |      |  
|                             |  |                                 |             |      |  |          |             |   |  |  |      |  
|Net sales                    |  | $                               | 198,709,000 |      |  | $        | 166,695,000 |   |  |  | 19.2 | %
|                             |  |                                 |             |      |  |          |             |   |  |  |      |  

Net sales were $72.2 million and $198.7 million for the three and nine
months ended September 30, 2002 compared to $61.5 million and $166.7 million
for the three and nine months ended September 30, 2001, representing increases
of 17.4% and 19.2%, respectively. The increase in net sales for the three
months ended September 30, 2002 compared to the three months ended September
30, 2001 was due primarily to additional revenues generated by the Seiko
acquisition, increased sales of our new toric and color disposable lens
products and growth in international sales as discussed below. The increase in
net sales for the nine months ended September 30, 2002 compared to the nine
months ended September 30, 2001 was due primarily to the same reasons mentioned
above as well as the additional month of revenues in 2002 from products
acquired as part of the Essilor acquisition.

U.S. sales were $34.3 million and $99.9 million for the three and nine
months ended September 30, 2002, compared to $32.8 million and $94.1 million
for the three and nine months ended September 30, 2001, representing increases
of 4.7% and 6.1%, respectively. The increase in U.S. net sales for the three
and nine months ended September 30, 2002 compared to the three and nine months
ended September 30, 2001 was due primarily to the increase in sales
of our new toric and color disposable lenses.

International sales were $37.9 million and $98.8 million for the three and
nine months ended September 30, 2002, compared to $28.7 million and $72.6
million for the three and nine months ended September 30, 2001, representing
increases of 31.9% and 36.2%, respectively. The increase in international net
sales was due primarily to the strengthening of our position in the
international marketplace, the increased breadth of our product offerings,
better inventory availability, additional distribution channels in Europe and
our increased distribution network in the Japanese marketplace as a result of
the Seiko acquisition. In addition, the effect of exchange rates positively
impacted our revenues by approximately $1.5 million in the
quarter and nine months ended September 30, 2002 as compared to
the quarter and nine months ended September
30, 2001.

Gross Profit

|                             |  |                                  |            |      |  |          |            |   |  |  |      |  
|---------------------------- |  | -------------------------------- | ---------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                             |  | Three Months Ended September 30, |            |      |  |         
|                             |  |                                  |            |      |  |         
|                             |  | 2002                             |            | 2001 |  | % Change
|                             |  |                                  |            |      |  |         
|Gross profit                 |  | $                                | 40,563,000 |      |  | $        | 33,780,000 |   |  |  | 20.1 | %
|As a percentage of net sales |  |                                  | 56.2       | %    |  |          | 54.9       | % |  |  |      |  

|                             |  |                                 |             |      |  |          |            |   |  |  |      |  
|---------------------------- |  | ------------------------------- | ----------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                             |  | Nine Months Ended September 30, |             |      |  |         
|                             |  |                                 |             |      |  |         
|                             |  | 2002                            |             | 2001 |  | % Change
|                             |  |                                 |             |      |  |         
|Gross profit                 |  | $                               | 110,584,000 |      |  | $        | 94,314,000 |   |  |  | 17.3 | %
|As a percentage of net sales |  |                                 | 55.7        | %    |  |          | 56.6       | % |  |  |      |  

Gross profit was $40.6 million and $110.6 million for the three and nine
months ended September 30, 2002, compared to $33.8 million and $94.3 million
for the three and nine months ended September 30, 2001, representing increases
of 20.1% and 17.3%, respectively. The increase in dollar terms was primarily
due to our growth in sales as discussed above. As a percentage of sales, gross
profit increased from 54.9% for the three months ended September 30, 2001 to
56.2% for the three months ended September 30, 2002. The increase was due
primarily to lower costs offset by unfavorable product and geographic mix. As
a percentage of sales, gross profit decreased from 56.6% for the nine months
ended September 30, 2001 to 55.7% for the nine months ended September 30, 2002.
The decline as a percentage of net sales was primarily due to unfavorable
product and geographic mix slightly offset by lower costs.

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##### Table of Contents



Unfavorable product mix is mostly a result of an increase in sales of
daily disposable products at gross margins lower than other products.

During the three months ended September 30, 2002, we recorded net
favorable adjustments relating to costs included in inventory totaling $500,000
(after tax). These adjustments had no impact on a year to date basis.

We expect cost reductions resulting from improvements in our current
production processes to continue in the future. Specifically, we are in the
process of increasing automated production lines at our United Kingdom and
Puerto Rico facilities, which are designed to further reduce our per unit cost
of production over time, although such cost reductions, if any, may not be
realized until future periods.

Selling and Marketing Expenses

|                               |  |                                  |            |      |  |          |            |   |  |  |      |  
|------------------------------ |  | -------------------------------- | ---------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                               |  | Three Months Ended September 30, |            |      |  |         
|                               |  |                                  |            |      |  |         
|                               |  | 2002                             |            | 2001 |  | % Change
|                               |  |                                  |            |      |  |         
|Selling and marketing expenses |  | $                                | 15,756,000 |      |  | $        | 10,623,000 |   |  |  | 48.3 | %
|As a percentage of net sales   |  |                                  | 21.8       | %    |  |          | 17.3       | % |  |  |      |  

|                               |  |                                 |            |      |  |          |            |   |  |  |      |  
|------------------------------ |  | ------------------------------- | ---------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                               |  | Nine Months Ended September 30, |            |      |  |         
|                               |  |                                 |            |      |  |         
|                               |  | 2002                            |            | 2001 |  | % Change
|                               |  |                                 |            |      |  |         
|Selling and marketing expenses |  | $                               | 40,569,000 |      |  | $        | 30,719,000 |   |  |  | 32.1 | %
|As a percentage of net sales   |  |                                 | 20.4       | %    |  |          | 18.4       | % |  |  |      |  

Sales and marketing
expenses were $15.8 million and $40.6 million for the
three and nine months ended September 30, 2002 as compared to $10.6 million and
$30.7 million for the three and nine months ended September 30, 2001,
representing increases of 48.3% and 32.1%, respectively. As a percentage of net
sales, selling and marketing expenses were 21.8% and 20.4% in the three and
nine months ended September 30, 2002 compared to 17.3% and 18.4% in the three
and nine months ended September 30, 2001. The increase in sales and marketing
expenses were due primarily to the additional sales expenses in Japan as a
result of the Seiko acquisition, increases in expenditures related to new
product launches and promotional programs.

General and Administrative Expenses

|                                    |  |                                  |            |      |  |          |           |   |  |  |     |  
|----------------------------------- |  | -------------------------------- | ---------- | ---- |  | -------- | --------- | - |  |  | --- | -
|                                    |  | Three Months Ended September 30, |            |      |  |         
|                                    |  |                                  |            |      |  |         
|                                    |  | 2002                             |            | 2001 |  | % Change
|                                    |  |                                  |            |      |  |         
|General and administrative expenses |  | $                                | 10,176,000 |      |  | $        | 9,489,000 |   |  |  | 7.2 | %
|As a percentage of net sales        |  |                                  | 14.1       | %    |  |          | 15.4      | % |  |  |     |  

|                                    |  |                                 |            |      |  |          |            |   |  |  |      |  
|----------------------------------- |  | ------------------------------- | ---------- | ---- |  | -------- | ---------- | - |  |  | ---- | -
|                                    |  | Nine Months Ended September 30, |            |      |  |         
|                                    |  |                                 |            |      |  |         
|                                    |  | 2002                            |            | 2001 |  | % Change
|                                    |  |                                 |            |      |  |         
|General and administrative expenses |  | $                               | 30,407,000 |      |  | $        | 26,953,000 |   |  |  | 12.8 | %
|As a percentage of net sales        |  |                                 | 15.3       | %    |  |          | 16.2       | % |  |  |      |  

General and administrative expenses were $10.2 million and $30.4 million
for the three and nine months ended September 30, 2002 as compared to $9.5
million and $27.0 million for the three and nine months ended September 30,
2001, representing increases of 7.2% and 12.8%, respectively. As a percentage
of net sales, general and administrative expenses were 14.1% and 15.3% in the
three and nine months ended September 30, 2002 compared to 15.4% and 16.2% in
the three and nine months ended September 30, 2001. The decrease in general and
administrative expenses in 2002 as a percent of sales was primarily due to the
cost leverage associated with the new
entities acquired in the Essilor acquisition. We believe that when net sales
increase, our general and administrative expenses will continue to increase in
absolute dollars, but will continue to decrease as a percentage of net sales.

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Research and Development Expenses

|                                  |  |                    |           |      |  |          |           |   |  |  |     |  
|--------------------------------- |  | ------------------ | --------- | ---- |  | -------- | --------- | - |  |  | --- | -
|                                  |  | Three Months Ended |           |      |  |         
|                                  |  | September 30,      |           |      |  |         
|                                  |  |                    |           |      |  |         
|                                  |  | 2002               |           | 2001 |  | % Change
|                                  |  |                    |           |      |  |         
|Research and development expenses |  | $                  | 1,322,000 |      |  | $        | 1,299,000 |   |  |  | 1.8 | %
|As a percentage of net sales      |  |                    | 1.8       | %    |  |          | 2.1       | % |  |  |     |  

|                                  |  |                                 |           |      |  |          |           |   |  |  |       |   
|--------------------------------- |  | ------------------------------- | --------- | ---- |  | -------- | --------- | - |  |  | ----- | --
|                                  |  | Nine Months Ended September 30, |           |      |  |         
|                                  |  |                                 |           |      |  |         
|                                  |  | 2002                            |           | 2001 |  | % Change
|                                  |  |                                 |           |      |  |         
|Research and development expenses |  | $                               | 3,686,000 |      |  | $        | 4,539,000 |   |  |  | (18.8 | %)
|As a percentage of net sales      |  |                                 | 1.9       | %    |  |          | 2.7       | % |  |  |       |   

Research and development expenses were $1.3 million and $3.7 million for
the three and nine months ended September 30, 2002 as compared to $1.3 million
and $4.5 million for the three and nine months ended September 30, 2001,
representing an increase of 1.8 % and decrease of 18.8%, respectively. As a
percentage of net sales, research and development expenses were 1.8 % and 1.9 %
in the three and nine months ended September 30, 2002 compared to 2.1 % and
2.7% in the three and nine months ended September 30, 2001. Research and
development expenses decreased in dollars and as a percentage of net sales for
the nine months ended September 30, 2002 compared to the comparable period in
2001 primarily due to the timing of new product development projects.

Interest and Other Income, Net

|                               |  |                    |         |      |  |          |          |    |  |  |       |  
|------------------------------ |  | ------------------ | ------- | ---- |  | -------- | -------- | -- |  |  | ----- | -
|                               |  | Three Months Ended |         |      |  |         
|                               |  | September 30,      |         |      |  |         
|                               |  |                    |         |      |  |         
|                               |  | 2002               |         | 2001 |  | % Change
|                               |  |                    |         |      |  |         
|Interest and other income, net |  | $                  | 807,000 |      |  | $        | (554,000 | )  |  |  | 245.7 | %
|As a percentage of net sales   |  |                    | 1.1     | %    |  |          | (0.9     | %) |  |  |       |  

|                               |  |                                |           |      |  |          |         |    |  |  |         |  
|------------------------------ |  | ------------------------------ | --------- | ---- |  | -------- | ------- | -- |  |  | ------- | -
|                               |  | Nine
Months EndedSeptember 30, |           |      |  |         
|                               |  |                                |           |      |  |         
|                               |  | 2002                           |           | 2001 |  | % Change
|                               |  |                                |           |      |  |         
|Interest and other income, net |  | $                              | 1,571,000 |      |  | $        | (98,000 | )  |  |  | 1,703.1 | %
|As a percentage of net sales   |  |                                | 0.8       | %    |  |          | (0.1    | %) |  |  |         |  

Interest and other income was $0.8 million and $1.6 million for the three
and nine months ended September 30, 2002 as compared to ($0.6) million and
($98,000) for the three and nine months ended September 30, 2001, representing
an increase of 245.7% and 1,703.1%, respectively.

Interest and other
income increased for the three months ended September 30, 2002
compared to the comparable period in 2001 primarily due to the
increase in net foreign exchange gains realized on foreign
currency-denominated receivables and capitalization of interest
expense associated with self-constructed assets.

Interest and other
income increased for the nine months ended September 30, 2002
compared to the comparable period in 2002 primarily due to the
increase in net foreign exchange gains realized on foreign
currency-denominated receivables, interest income received on an
income tax refund in the second quarter of 2002, offset partially by
an increase in interest expense (net of interest capitalized) as a
result of larger amounts of outstanding debt and a decrease in
available cash balances arising from the acquisition of the Essilor
contact lens business and the Seiko acquisition.

Provision for Income Taxes

|                           |  |                    |           |      |  |          |           |   |  |  |     |  
|-------------------------- |  | ------------------ | --------- | ---- |  | -------- | --------- | - |  |  | --- | -
|                           |  | Three Months Ended |           |      |  |         
|                           |  | September 30,      |           |      |  |         
|                           |  |                    |           |      |  |         
|                           |  | 2002               |           | 2001 |  | % Change
|                           |  |                    |           |      |  |         
|Provision for income taxes |  | $                  | 2,353,000 |      |  | $        | 2,245,000 |   |  |  | 4.8 | %
|Effective tax rate         |  |                    | 16.7      | %    |  |          | 19.0      | % |  |  |     |  

|                           |  |                                 |           |      |  |          |           |   |  |  |     |  
|-------------------------- |  | ------------------------------- | --------- | ---- |  | -------- | --------- | - |  |  | --- | -
|                           |  | Nine Months Ended September 30, |           |      |  |         
|                           |  |                                 |           |      |  |         
|                           |  | 2002                            |           | 2001 |  | % Change
|                           |  |                                 |           |      |  |         
|Provision for income taxes |  | $                               | 6,561,000 |      |  | $        | 6,415,000 |   |  |  | 2.3 | %
|Effective tax rate         |  |                                 | 17.5      | %    |  |          | 23.0      | % |  |  |     |  

Income taxes were $2.4 million and $6.6 million for the three and nine
months ended September 30, 2002 as compared to $2.2 million and $6.4 million
for the three and nine months ended September 30, 2001, representing an
increase of 4.8% and 2.3%, respectively.

Our effective tax rate decreased from 19.0% and 23.0% in the three and
nine months ended September 30, 2001, respectively, to 16.7% and 17.5% in the
comparable 2002 periods primarily due to increases in sales and income in our
offshore subsidiary, which has

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a lower effective tax rate. We continue to receive an industrial tax
exemption from United States taxation with respect to the earnings of our
Puerto Rican operations. We anticipate we will continue to benefit from the
favorable effect of the Puerto Rican industrial tax exemption through 2002,
with limited exemption during the transition period from 2002 through 2005,
when the benefit will expire under the current provisions of the United States
Internal Revenue Code.

Liquidity and Capital Resources

At September 30, 2002, we had working capital of $104.8 million, including
cash and cash equivalents of $11.5 million compared to working capital of $64.7
million at December 31, 2001, including cash and cash
equivalents of $7.8
million.

Cash provided by operating activities was $18.9 million for the nine
months ended September 30, 2002 compared to $20.5 million in the nine months
ended September 30, 2001. Cash provided by operating activities in the nine
months ended September 30, 2002 of $18.9 million represented net income for the
period ($30.9 million) adjusted for the non-cash impact of depreciation and
amortization ($15.0 million), offset by the use of cash for operating assets
and liabilities ($27.1 million), primarily increases in inventories and
accounts receivable. Cash provided by operating activities in the nine months
ended September 30, 2001 of $20.5 million represented net income for the period
($21.4 million) adjusted for the non-cash impact of depreciation and
amortization ($13.1 million) and acquired in-process research and development
($4.2 million), offset by the use of cash for operating assets and liabilities
($16.8 million).

Cash used in investing activities for the nine months ended September 30,
2002 was $35.9 million, which primarily represented purchases of property and
equipment ($25.6 million) and the payment for the Seiko acquisition ($10.3
million). Cash used in investing activities for the nine months ended September
30, 2001 was $67.3 million, which represented the payment for the Essilor
acquisition ($48.3 million), purchases of property and equipment ($30.1
million) offset against sales and maturities of investments ($11.6 million).

Cash provided by financing activities in the nine months ended September
30, 2002 was $22.3 million compared to $1.2 million in the nine
months ended September 30, 2001. During the nine months ended
September 30, 2002, financing activities were primarily net borrowings under
credit facilities of $17.9 million and proceeds from the exercise of employee
stock options of $4.4 million. During the nine months ended September 30, 2001,
financing activities were primarily proceeds from exercises of employee stock
options of $2.1 million offset against net payments under credit facilities of
$0.9 million.

The effect of foreign currency exchange rate changes on cash were losses
of $1.6 million and $0.9 million in the nine months ended September 30, 2002
and September 30, 2001, respectively.

These activities resulted in increases in cash and cash equivalents of
$3.7 million in the nine months ended September 30, 2002 and decreases in cash
and cash equivalents of $46.4 million in the nine months ended September 30,
2001.

In addition to cash, cash equivalents and short and long-term investments,
we had a credit facility that provided for up to $20.0 million of revolving
loans to us, which was retired on April 16, 2002 and replaced with a new credit
facility. The interest on the loan was the banks base rate or a margin of
1.00% to 1.25% above the banks eurodollar rate depending on our ratio of total
liabilities to tangible net worth. This credit facility was paid off in full in
April 2002 with the completion of a new $50 million credit facility.

On April 16, 2002, we completed a new $50 million credit facility with two
banks. Revolving loans under this facility mature on April 16, 2005, and bear
interest at 0.50% below one of the banks prime rate or 1.00% to 1.50% above
the eurodollar rate depending on our ratio of total funded debt to earnings
before interest and taxes plus non-cash charges. The facility provides an
option to convert any outstanding revolving loans not to exceed $40 million at
the maturity date to a four-year term loan. The term loan, once repaid, may not
be reborrowed. This credit agreement contains covenants, which, among other
things, require us to maintain certain financial ratios. As of September 30,
2002, there were $30.0 million of revolving loans outstanding under this credit
agreement and the interest rate was 2.80% and 4.25% on loan balances of $22.5
million and $7.5 million, respectively. This revolving loan is included in
long-term liabilities in the accompanying balance sheet as of September 30,
2002 based on our ability and intent to defer payment beyond September 30,
2003. Borrowings under this agreement are secured by a pledge of 100% of the
outstanding common stock of Ocular Sciences Puerto Rico and Sunsoft, Inc. and
65% of the outstanding common stock of our Barbados and Canadian subsidiaries.

We believe that our current cash and cash equivalents, borrowings
available under our credit facilities and anticipated net cash flow from
operations will be sufficient to meet our anticipated cash needs for working
capital, contractual commitments and capital expenditures for the foreseeable
future.

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Item 3. Quantitative And Qualitative Disclosures About Market Risk

We have debt outstanding, which is carried at cost, with an interest rate
referenced to market rates. Interest rate changes generally do not affect the
fair value of variable rate debt instruments, but do impact future earnings and
cash flows. As of September 30, 2002, we had $30.0 million in revolving loans
outstanding under our new credit agreement. See terms of loan
agreement in Liquidity and Capital Resource section in Item 2. Holding debt
levels constant, a one-percentage point increase in interest rates would
decrease earnings and cash flows for variable rate debt by approximately
$300,000 in the year ended December 31, 2002.

We operate multiple foreign subsidiaries that manufacture and / or sell
our products worldwide. As a result, our earnings, cash flows and financial
position are exposed to foreign currency risk from foreign-currency-denominated
receivables and payables, forecasted sales transactions, and net investments in
certain foreign operations. We have not normally engaged in foreign currency
hedging activities. We continue to evaluate
the potential use of such activities on a more regular basis.

Unless otherwise noted above, there has been no additional material change
in our assessment of our sensitivity to market risk from the information set
forth in Item 7A, Quantitative and Qualitative Disclosures About Market Risk
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2001.




Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports
is
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective.

There have been no significant changes in our internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date we completed our evaluation.




Part II  OTHER INFORMATION




Item 1. Legal Proceedings

On November 6,
2002, CIBA Vision Corporation and its subsidiary, Wesley Jessen
Corporation (Wesley Jessen) filed a lawsuit against us in
the U.S. District Court for the Northern District of California
alleging that our color contact lenses infringe patents owned by Wesley
Jessen. The complaint seeks an award of damages, including
unspecified punitive damages, attorneys fees and costs and an
injunction preventing the alleged infringement. We have not yet filed
an answer to the complaint. We believe the lawsuit is without merit
and we intend to defend this action vigorously.




Item 2. Changes in Securities and Use of Proceeds

None.




Item 3. Defaults Upon Senior Securities

None.




Item 4. Submission of Matters to a Vote of Security Holders

None.




Item 5. Other Information

None.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None.

(b) Reports on Form 8-K

On August 14, 2002,
we filed a Current Report on Form 8-K reporting under
Item 9. Regulation in FD Disclosure the Chief
Executive Officer and Chief Financial Officer certifications required
by the Sarbanes-Oxley Act of 2002.




SIGNATURES

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



| | OCULAR SCIENCES, INC.
(Registrant)
| | ----------------------------------



|Date: November 14, 2002 | /s/ Sidney B. Landman
Sidney B. Landman
Vice-President Finance, Chief Financial Officer
and Secretary (Duly Authorized Officer and Principal
Financial and Accounting Officer)
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CERTIFICATIONS

I, Stephen J. Fanning, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ocular Sciences,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

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6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002



| | /s/ Stephen J. Fanning
Stephen J. Fanning
Chief Executive Officer
| | -----------------------------------------------------------------

I, Sidney B. Landman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ocular Sciences,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

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6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002



| | /s/ Sidney B. Landman
Sidney B. Landman
Chief Financial Officer
| | ---------------------------------------------------------------

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