FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

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

For the Quarter Ended September 30, 1997
OR
[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934

For the transition period from ______ to ______

Commission file number:  0-23184
  
APOLLO EYE GROUP, INC.
(Exact name of the small business issuer as specified in its charter)

    Delaware                                       65-0257498   
State or other jurisdiction of                  (I.R.S Employer 
incorporation or organization                   Identification No.)

2424 N. Federal Highway, Suite 362, Boca Raton, Florida  33431
(Address of Principal Executive Office)      ( Zip Code)

(561) 395-5402
(Issuer's telephone number including area code)

Indicate by check mark whether the issuer (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        

The number of shares of the issuer's Common Stock, $.001 par value,
outstanding as of November 12, 1997 was 5,888,898.

Transitional Small Business Disclosure Format
Yes                                     No    X  

<PAGE>

INDEX

						   Page
						   Number
PART I -  FINANCIAL INFORMATION

Item 1.         Financial Statements

Consolidated Balance Sheets as of September         1
30, 1997 and December 31, 1996

Consolidated Statements of Operations for the       2
three and nine months ended September 30, 
1997 and 1996 

Consolidated Statements of Cash Flows for           3
the nine months ended September 30, 
1997 and 1996

Notes to Consolidated Financial Statements        4 - 7

Item 2. Management's Discussion and Analysis      8 - 13
of Financial Condition and Results of Operations

PART II -  OTHER  INFORMATION                                           

Item 1. Legal Proceedings                        14 - 15  

Item 6. Exhibits and Reports on Form 8-K          16

SIGNATURE                                         17

<PAGE>
<TABLE>

APOLLO EYE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
			       September 30,      December 31,
			       1997                   1996
			       (Unaudited)                         
<S>                                <C>                <C>
ASSETS

Current assets:
   Cash                       $   269,052        $     75,462      
   Accounts receivable            331,828             541,709
   Inventory                      526,082             551,291
   Other current assets            76,248              49,303
      Total current assets      1,203,210           1,217,765

Property and equipment, net     3,064,625           3,589,853
Intangible assets, net            376,117             520,768
Restricted cash                    50,000              50,000
Other assets                      127,521             151,304

      Total assets             $4,821,473          $5,529,690

LIABILITIES AND EQUITY (DEFICIT)

Current liabilities:           
   Current portion of long-term                   
    debt                       $   30,854          $   33,754
   Current portion of capital
   lease obligations              184,398             184,398
   Accounts payable               686,803             735,874
   Accrued liabilities          2,221,945           2,301,284
   Deferred revenue               108,455             111,118      

      Total current
      liabilities               3,232,455           3,366,428      

Notes payable affiliate         3,000,000                   0
Notes payable to shareholder      725,000           1,755,000
Long-term debt, net of current
portion                            73,650              96,364
Capital lease obligations, net of
current portion                    14,644             121,883

      Total liabilities         7,045,749           5,339,675

Equity (Deficit):
   Common stock                     5,889               5,889
   Additional paid-in capital   9,830,245           9,830,245
   Accumulated deficit and 
   fund balance               (12,060,410)         (9,646,119)

      Total equity (deficit)   (2,224,276)            190,015

      Total liabilities and equity
      (deficit)                $4,821,473          $5,529,690

<FN>
The accompanying notes are an integral part of these 
financial statements.

</TABLE>
<PAGE>
<TABLE>


APOLLO EYE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

			    Three Months Ended    Nine Months Ended
			    (Unaudited)           (Unaudited)      
		     September   September    September   September
		     30, 1997    30, 1996     30, 1997    30, 1996
<S>                  <C>         <C>          <C>         <C>            
Revenue:
  Premium            $734,810    $1,352,146   $ 2,896,463  $ 3,287,865
  Practice            952,273     1,198,996     2,981,880    3,806,240
  Other                56,772        82,243       239,092      231,785

    Total
    revenue         1,743,855     2,633,385     6,117,435    7,325,890  

Operating costs and expenses:
  Cost of goods and
  services sold       369,241       741,380     1,501,125    2,209,735
  Depreciation and
  amortization        236,874       231,931       694,746      682,654
  Selling general and
  administrative
  expenses          1,819,477     2,294,643      6,092,673   7,385,193

    Total operating costs and
    expenses        2,425,592     3,267,954      8,288,544  10,277,582

    Loss from
    operations       (681,737)     (634,569)    (2,171,109) (2,951,692)

Other income (expenses):
  Other income
  (expense)            (3,478)            0         (3,414)      4,945
  Interest, net       (91,342)     (119,558)      (239,768)   (290,200)

    Other income (expense),
    net               (94,820)     (119,558)      (243,182)   (285,255)

    Loss before provision
    for taxes        (776,557)     (754,127)    (2,414,291) (3,236,947)

Provision for income
taxes                       0             0              0       7,654

  Net loss          $(776,557)    $(754,127)    $(2,414,291) $(3,244,601)

Net loss per share  $  (.13)      $    (.17)    $   (.41)    $     (.72)

Weighted average number
of shares used in
computing per share
amount              5,888,898     4,532,959      5,888,898     4,526,718

<FN>
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>

APOLLO EYE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[CAPTION]
				 Nine Months Ended (Unaudited)
			      September 30,         September 30,
				 1997                 1996   
[S]                            [C]                    [C]
Cash flow from operating
   activities:
   Net loss                   $  (2,414,291)         $ (3,244,601)
   Adjustments to reconcile
   net loss to net cash used in
   operating activities:
     Depreciation and 
     amortization                   694,746               682,654
     Common stock issued for
     services                             0                25,000
     Bad debt expense                52,000                12,484
     Loss on disposal of assets       3,478                 1,713

   Changes in operating assets and liabilities
   exclusive of net assets acquired:
     Accounts receivable            157,881              (302,290)
     Inventory                       25,209              (158,100)
     Other current assets           (26,945)              (92,078)
     Other assets                    23,783                     0
     Accounts payable and accrued
     liabilities                   (128,410)             (168,636)
     Deferred revenue                (2,663)               29,109

     Net cash used in operating
     activities                  (1,615,212)           (3,214,745)    

Cash flows from investing activities:
   Purchase of property and
   equipment                        (28,345)             (617,058)
   Proceeds from sale of asset            0                18,900

     Net cash used in investing
     activities                     (28,345)             (598,158)    

Cash flows from financing activities:
   Cash overdraft                         0                (3,528)
   Payments on long-term debt and
   capital lease obligations       (132,853)             (185,524)
   Proceeds from notes payable    3,000,000                     0
   Repayment from notes payable
   to shareholder                (1,755,000)            4,155,000
   Proceeds from notes payable to
   shareholder                      725,000                     0

     Net cash provided by financing
     activities                   1,837,147             3,965,948

     Net increase in cash           193,590               153,045    

Cash, beginning of period            75,462                     0

Cash, end of period            $    269,052          $    153,045

[FN]
The accompanying notes are an integral part of these 
financial statements.

[/TABLE]
<PAGE>



APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
September 30, 1997

1.   ORGANIZATION, LIQUIDITY AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial 
statements have been prepared in accordance with generally 
accepted accounting principles for interim financial information 
and with the instructions to Form 10-QSB and Rule 10-01 of 
Regulation S-X. Accordingly, they do not include all of the 
information and footnotes required by generally accepted 
accounting principles for complete financial statements.  
These consolidated financial statements include estimates 
and assumptions that affect the reported amounts of assets 
and liabilities and the amounts of revenues and expenses.  
Actual results could differ from those estimates.  In the 
opinion of management, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair 
presentation have been included.  The consolidated balance 
sheet amounts at December 31, 1996 have been derived from audited 
financial statements.  Operating results for the three and 
nine month periods ended September 30, 1997 are not necessarily 
indicative of the results that may be expected for Apollo 
Eye Group, Inc.'s (formerly United Vision Group, Inc., the 
"Company" or "AEG") fiscal year or any other interim period.  
For further information, refer to the consolidated financial 
statements and footnotes thereto included in the Company's 
Annual Report on Form 10-KSB for the year ended December 31, 1996.

The accompanying financial statements have been prepared assuming 
the Company will continue as a going concern.  The Company's 
significant losses in 1996 and 1997 and projected cash flow 
deficiency raise substantial doubt about its ability to continue 
as a going concern.  The financial statements do not include any 
adjustments that might arise should the Company be unable to 
continue as a going concern.  Previously, the Company has relied 
upon the principal shareholder to fund the Company's working 
capital needs.  The principal shareholder agreed in January 1997
to a revolving loan arrangement providing for loans not exceeding 
$1,000,000 collateralized by accounts receivable and inventory.
In June 1997, the Company entered into an agreement with a 
company controlled by the principal shareholder for a $3,000,000 
five year term loan collateralized by property and equipment.  
A portion of this loan has been used in part to repay $1,755,000 
of demand loans payable to the principal shareholder. 
<PAGE>

>APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the 
Company and its wholly owned subsidiaries which are combined 
with the accounts of Optiplan, Inc. based on their related 
business activities and the Company's unilateral and perpetual 
management control.  Material intercompany balances and 
transactions have been eliminated.

REVENUE RECOGNITION 
Revenue from professional services is recognized when the 
service is performed.  Revenue from optical sales is recognized 
upon order by the customer.  Consulting subscriptions are 
deferred and recognized when the service is delivered.  Revenue 
from managed care plans is recognized ratably over the life 
of the related contract.

INVENTORIES

Inventories, consisting primarily of eyeglass frames, contact 
lenses, lens blanks and accessories are stated at the lower 
of cost or market.  Cost is determined using the FIFO (first-in, 
first-out) method.

CASH AND CASH EQUIVALENTS

The Company considers all short-term investments with an 
original maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost.  The cost of 
equipment held under capital lease is equal to the lower 
of the net present value of the minimum lease payments or 
the fair value of the leased equipment at the inception of 
the lease.  Additions and improvements are capitalized while 
maintenance and repairs are expensed when incurred.  Asset 
and accumulated depreciation accounts are reduced for d
ispositions with resulting gains or losses recorded in the 
statement of operations.  Depreciation and amortization 
are computed on a straight-line basis over the estimated 
useful lives of the property and equipment or over the 
lesser of the lease term or the asset's useful life for 
leasehold improvements.
<PAGE>

APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

INTANGIBLES

Goodwill related to the reverse acquisition of the Company 
is amortized on the straight-line method over four years.  
Goodwill related to the acquisition of the Company's 
subsidiary, Medricon, Inc. is amortized on the straight-
line method over 15 years.  The Company periodically 
evaluates the carrying value of goodwill to measure and 
recognize the possible impairment of this asset.  Other 
intangibles resulting from the acquisition of Medricon, 
consisting of research materials, subscription lists, 
and customer lists, are amortized on the straight-line 
method over their estimated useful lives of 5 to 7 years.  
Other intangible assets, consisting of computer software 
costs, licenses and organization costs are recorded at 
cost and amortized on the straight-line method over five years.  

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company 
to concentrations of credit risk consist principally of 
trade accounts receivable.  The risk is limited due to the 
large number of the Company's customers.  The Company does 
not require collateral for its accounts receivable.

RESTRICTED CASH

Under Florida Statutory Law, the Company is required to 
maintain a $50,000 certificate of deposit with the Treasurer 
and Insurance Commissioner.

INCOME TAXES

For the year ended December 31, 1996, the Company will file 
consolidated Federal and State income tax returns which 
includes all of the members of the group except Optiplan, 
which is a non-profit entity required to file a separate 
return.

The Company utilizes the liability method for accounting 
for deferred income taxes.  Under this method, deferred 
tax assets and liabilities are established based on the 
differences between financial statement and tax bases of 
assets and liabilities using the rates in effect for the 
year in which the differences are expected to reverse.  
The Company has established a valuation allowance against 
its deferred tax assets based on management's belief that 
it is not likely such benefits will be realized.

<PAGE>
APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

REVERSE STOCK SPLIT

On October 7, 1996, the shareholders approved a one-for-five 
reverse split of the Company's Common Stock.  As a result, 
the number of common shares outstanding was reduced from 
29,444,454 to 5,888,898 as of the November 1, 1996 effective 
date.  All references in the financial statements to the 
number of shares and per share amounts of the Company's 
Common Stock have been retroactively restated to reflect 
the reduced number of common shares outstanding.

PER SHARE DATA

Per share data is based on the weighted average number of 
shares of Common Stock outstanding during the period.  

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, SFAS No. 128, "Earnings Per Share" was 
issued.  SFAS No. 128 establishes new standards for computing 
and presenting earnings per share ("EPS").  This statement 
replaces the presentation of primary EPS and will require 
a dual presentation of basic and diluted EPS.  SFAS No. 128 
is effective for financial statements issued for periods 
ended after December 15, 1997 and requires restatement of 
all prior-period EPS data presented.  The adoption of SFAS 
No. 128 is not expected to have a material impact on the 
Company's financial statements.  

3.   CONTINGENCIES

The Company is a party to various lawsuits arising in the 
ordinary course of business.  During the year ended December 
31, 1996, estimated litigation settlements of $300,000 were 
charged to operations based on review of such litigation 
with legal counsel.  For the nine months ended September 30, 
1997 and September 30, 1996, the Company made charges to 
operations of $0 and $50,000 respectively for litigation 
settlements.  The Company believes it has defenses and is 
defending these suits vigorously.

<PAGE>
Item 2. Management's Discussion and Analysis of Financial 
Condition and Results of Operations

The following discussion and analysis presents the 
significant changes in the financial condition and results 
of operations of the Company for the three and nine month 
periods ended September 30, 1997.  

The accompanying consolidated financial statements have 
been prepared assuming that the Company will continue as 
a going concern.  The Company had negative working capital 
of $2,148,663 and equity had been reduced to $190,015 at 
December 31, 1996.  At September 30, 1997, working capital 
was a negative $2,029,245 and equity was reduced by 
$2,414,291, to a deficit of $2,224,276.  There are no 
assurances that the Company will be able to increase 
premium revenue with additional managed care contracts 
or that practice revenue will increase to meet cash 
requirements.  As a result, substantial doubt exists 
about the Company meeting its liquidity needs and 
continuing as a going concern.  (See Liquidity and 
Capital Resources.)

Results of Operations

Total revenues for the three and nine months ended 
September 30, 1997 were $1,743,855 and $6,117,435 versus 
$2,633,385 and $7,325,890 in the three and nine month 
periods ending September 30, 1996. Revenue from premiums 
(Capitation Payments) was $734,810 for the three months 
ended September 30, 1997, compared with $1,352,146 in 
1996.  Premium revenue for the first nine months of 1997 
was $2,896,463 versus $3,287,865 for the same period in 
1996.  The decrease results from the loss of managed care 
contracts effective July 1997 in Puerto Rico and the loss 
of a South Florida managed care contract effective 
February 1, 1997.  Practice revenue decreased to $952,273 
and $2,981,880 for the three and nine months ended 
September 30, 1997 from $1,198,996 and $3,806,240 for the 
three and nine month periods ending September 30, 1996. 
The decrease in practice revenue was attributable to a 
decrease in professional services and optical sales 
resulting from the loss of the previously mentioned 
third party contract effective February 1, 1997.

Revenue is expected to continue to decline in 1997 compared 
with 1996.  Premium revenue is expected to be reduced as 
a result of the termination of a contract for vision care 
in South Florida effective February 1997 and the termination 
of two contracts for vision care in Puerto Rico effective 
July 1, 1997.  The loss of the three contracts represents 
approximately $185,000 of monthly premium revenue.  The 
loss of premium revenue has been partially offset by the 
renewal of a contract negotiated in December 1996 with a 
managed care sponsor for increased premium revenue 
effective October 1996.  In addition, the Company entered 
into an agreement to provide vision benefits on a discounted 
fee for service in South Florida effective June 1, 1997.  
The Company believes that as a result of these changes, 
total premium revenue in 1997 will be below the 1996 
premium revenue.  The cancellation of the South Florida 
vision care contract also has negatively impacted practice 
revenue due to a decrease in the number of patients that 
are seen in the Apollo practices.  The terminated 
contract represented approximately 40% of the patients 
seen by the Apollo practices.  While it is not possible 
to quantify the loss of 

<PAGE>
practice revenue that will 
result from the termination of the vision care contract, 
the Company believes that practice revenue in 1997 will 
be significantly below the 1996 practice revenue.

The Company's efforts to secure new contracts with managed 
care sponsors in Florida and Puerto Rico for both vision 
care and ophthalmology services have not been successful.  
There are no assurances that the Company will be successful 
in obtaining new contracts, or that the contracts, if 
obtained, will replace the premium and practice revenue 
lost as a result of the contract termination discussed above.  

Costs of Goods and Services Sold (COGS) is computed as 
including the costs of eyewear, including eyeglass frames, 
lenses and contact lenses, along with the fees paid for 
services to outside providers (participating providers not 
associated with the Company). The cost of services provided 
by internal providers (employed or contracted by the Company)  
are reported as part of Selling, General and Administrative 
(SG&A) expenses. The Costs of Goods and Services Sold 
decreased to $361,241 during the quarter ended 
September 30, 1997 versus $741,380 during the same 1996 
period. For the nine months ended September 30, 1997, 
the Cost of Goods and Services was $1,501,125, a decrease 
from $2,209,735 for the nine months ended September 
30, 1996.  The  decrease is due to a decline in the volume 
of eyewear resulting from decreased optical revenue and a 
reduction in external provider payments.

Management has focused its efforts in the eyewear product 
area on inventory management including automating inventory 
systems, consolidating purchasing and quarterly inventory 
reviews to decrease obsolescence.  Inventory (net of 
reserves) decreased to $526,082 at September 30, 1997 
from $551,291 at December 31, 1996.  The decrease results 
from a change in the mix of frames and agreements with 
certain vendors to consign inventory.  
     
SG&A expenses decreased to $1,819,477 and $6,092,673 
respectively during the three and nine months ended 
September 30, 1997 from $2,294,643 and $7,385,193 for 
the three and nine months ended September 30, 1996.  The 
decreases in SG&A were primarily related to reductions 
in compensation, benefits, consulting, insurance, legal, 
telephone and advertising expenses offset by increases 
in bad debt and rent expense.  In September 1997, the 
Company closed two practice locations and relocated to 
nearby Apollo locations.  Expenses for the three and 
nine month periods ended September 30, 1997 include a 
provision of $32,000 for the remaining lease liability 
for the two closed locations.  Both of the vacated 
locations have been subleased to third parties beginning 
in 1998.  The Company also recognized expense of $3,478 
for the abandoned tenant improvements.

Depreciation and amortization expenses for the three and 
nine month periods ended September 30, 1997 increased to 
$236,874 from $231,931 and to $457,871 from $450,723 
respectively in the same period last year.  The increased 
expense results from depreciation of equipment acquired 
in June 1996 from Focus Fashion Optical and a full quarter 
of depreciation on Apollo equipment placed in service in 
1996.   Property and Equipment decreased to $5,394,733 at 
September 30, 1997 from $5,428,444 at December 31, 1996. 

<PAGE>
Net Loss

The Company's losses increased to $776,557 ($0.13 per share) 
for the quarter ended September 30, 1997 from $754,127 ($0.17 
per share)  for the quarter ended  September 30, 1996.  For 
the nine month period ended September 30, 1997, the loss 
decreased to $2,414,291 ($0.41 per share) from $3,244,601 
($0.72 per share) for the nine months ended September 30, 
1996.  Per share data is based on the Company's weighted 
average of shares outstanding in the period of 5,888,898 
and 4,532,959, respectively, for the three months ended 
September 30, 1997 and 1996, and 5,888,898 and 4,526,718 
respectively for the nine months ended September 30, 1997 
and 1996.  The total shares outstanding at September 30, 
1997 was 5,888,898.  

Balance Sheet Dated September 30, 1997

The Company's cash increased to $269,052 at September 30, 
1997 from a balance of $75,462 at December 31, 1996. 

The Company's accounts receivable (net of allowance for 
doubtful accounts) decreased to $331,828 at September 30, 
1997 from $541,709 at December 31, 1996. This decrease is 
due to a decrease in managed care premiums outstanding at 
September 30, 1997 on lower premium revenue. The total 
current assets of the Company decreased to $1,203,210 on 
September 30, 1997, from $1,217,765 at December 31, 1996.   

The Company's property and equipment (net of accumulated 
depreciation) decreased from $3,589,853 at December 31, 
1996 to $3,064,625 at September 30, 1997. The decrease 
results from depreciation expense for the nine months 
ended September 30, 1997.  The total assets of the Company 
decreased from $5,529,690 at December 31, 1996 to 
$4,821,473 at September 30, 1997 due to decreases in 
accounts receivable, inventory, property and equipment 
(net), and intangible assets (net) offset by an increase 
in cash.

The Company's Notes Payable and  Capital Lease obligations 
decreased from $436,399 at December 31, 1996 to $303,546 
at September 30, 1997. These decreases are associated with 
repayment of borrowing.  Accounts Payable and Accrued 
Liabilities at September 30, 1997 were $2,908,748 compared 
with $3,037,158 at December 31, 1996.

In January 1997, the Company entered into a revolving loan 
agreement with James R. Cook, M.D., the majority shareholder, 
providing for loans not to exceed $1,000,000 collateralized 
by accounts receivable and inventory and bearing interest 
at prime.  In the three month period ending March 31, 1997, 
the Company borrowed $550,000 under this agreement.  
In June 1997, the Company borrowed $3,025,000 from 
Chardonnay Enterprises, Inc., a corporation controlled 
by James R. Cook, M.D., the majority shareholder.  The 
loan is collateralized by property and equipment of the 
Company.  From the proceeds of the note payable to 
Chardonnay Enterprises, the Company used $1,755,000 to 
repay shareholder loans payable to James R. Cook, M.D.  
At September 30, 1997, the note payable to Chardonnay 

<PAGE>
Enterprises was $3,000,000 and balance payable on the 
revolving loan agreement with James R. Cook, M.D. was 
$725,000.  (See Liquidity and Capital Resources.)

The Company's equity decreased in the period from $190,015 
at December 31,  1996 to a deficit of $2,224,276 at September 
30, 1997. This decrease is directly related to operating 
losses in the period.  

Cash Flow Statement for Nine Month Period Ending 
September 30, 1997

Net Cash used in Operating Activities decreased to $1,615,212 
for the nine month period ending September 30, 1997 from 
$3,214,745 for the nine month period ending September 30, 
1996. The decreased cash used resulted from decreased 
operating losses and decreased accounts receivable and 
inventory offset by decreased accounts payable and 
accrued liabilities.

For the nine months ended September 30, 1997, investing 
activities used cash of $28,345 compared with cash of 
$598,158 used in investing activities for the nine months 
ended September 30, 1996.  Investing activities in the 
prior year period included the purchase of two practice 
locations in June, 1996.

Net Cash provided by financing activities totaled $1,837,147 
for the nine month period ending September 30, 1997.  
In June 1997, the Company borrowed $3,000,000 from 
Chardonnay Enterprises, Inc., a corporation controlled by 
James R. Cook, M.D., the majority shareholder.  From the 
proceeds of the note payable to Chardonnay Enterprises, 
the Company used $1,755,000 to repay shareholder loans 
payable to James R. Cook, M.D.  In the three months ended 
September 30, 1997, the Company borrowed $725,000 from Dr. 
Cook, for a net note repayment of $1,030,000 for the nine 
months ended September 30, 1997  (See Liquidity and Capital 
Resources.) 

Liquidity and Capital Resources                                          
In 1996, the Company lost $4,464,986 on revenues of $9,926,280 and
used $3,942,143 of cash in operating activities and used $690,137 
in investing activities.  Financing activities provided net cash 
of $4,707,742 that included $4,955,000 of cash from Dr. Cook.

As a result of the loss of managed care contracts in February 
1997 and July 1997 and continued operating losses, the Company 
does not have sufficient cash resources to fund the business in 
1997.  Management has taken steps to reduce expenses.  Optical 
laboratory facilities have been consolidated, personnel 
headcount has been reduced by thirty percent since October 1, 
1996, compensation of ophthalmologists, optometrists, and 
opticians has been changed to a performance based system, 
administrative and senior management compensation has been 
reduced, operating hours of the Apollo Eye Associates 
practices have been reduced, and advertising has been 
reduced.  In September 1997, the Company closed two practice 
locations in Delray Beach and Plantation and relocated the 
practices to nearby Apollo locations.  Both of the vacated 
locations have been subleased to third parties beginning in 
1998.  The Company notified the landlord for one of the 
North Miami Beach locations that rent payments on a vacant 
location 
<PAGE>

would stop in July 1997 after requesting a lease 
termination in April 1997.  Excess facility space at 
the Kendall practice was sublet to a third party in November 
1997.  The Company intends to downsize and relocate the 
Hollywood practice prior to December 31, 1997.  The Boca 
Raton corporate office will be relocated to existing 
practice locations in Palm Beach County when the lease 
expires in December 1997.  If the Company is not successful 
in obtaining new managed care contracts with HMOs, further 
expense reductions will be necessary.

In addition to cash flow generated from operations, management 
believes that approximately $3,000,000 of additional capital is 
needed in 1997 to meet the cash flow shortfall.  In January 
1997, the Company entered into a revolving loan agreement 
with James R. Cook, M.D., the majority shareholder, 
providing for loans not exceeding $1,000,000 collateralized 
by inventory and accounts receivables.  In the first quarter 
of 1997, the Company borrowed $550,000 of this revolver, the 
maximum loan available based on the levels of inventory and 
accounts receivable available at that time.  In  April 1997, 
the Company entered into a loan agreement with Chardonnay 
Enterprises, Inc., a corporation controlled by James R. Cook, 
M.D., providing for loans not exceeding $500,000 collateralized 
by property and equipment of the Company.  As of May 28, 1997, 
the Company had borrowed the $500,000 available under loans 
collateralized by property and equipment.

On May 28, 1997, the Board of Directors authorized the Company 
to enter into an agreement with Chardonnay Enterprises, Inc. 
to borrow up to $3,000,000 collateralized by property and 
equipment of the Company.  This loan includes the $500,000 
of borrowings from Chardonnay Enterprises previously authorized 
by the Company.  The loan carries interest at the prime rate 
and has a five-year term with interest only due until 
July 1, 1998.  After July 1, 1998, the loan agreement requires 
59 monthly installments including interest at prime based on a 
seven year amortization schedule with the balance of the loan 
payable in the 60th installment.  The Board further authorized 
that the Company repay $1,755,000 of unsecured demand notes 
due to James R. Cook, M.D. from the proceeds of the note from 
Chardonnay Enterprises.

The Company is currently in default on the loan agreement 
with Chardonnay Enterprises as the interest expense is accrued 
monthly but is not being paid.

James R. Cook, M.D., the majority shareholder, and corporations 
he controls have indicated that they are not willing to continue 
funding the Company at the current levels of cash requirements 
beyond amounts already loaned.  Dr. Cook and such entities 
reserve all rights to demand repayment of such amounts loaned 
in accordance with the terms of the loan documentation.

As a result of these loan arrangements with James R. Cook, M.D. 
or corporations he controls, the Company has obtained funding 
in 1997 for $1,970,000 of the estimated $3,000,000 cash 
requirements.  Management is continuing to seek to obtain other 
debt and/or equity financing for the balance needed to fund 
operations for the current year.  If additional funding is not 
available, management believes a significant downsizing of the 
Company will be necessary to reduce expenses to the level of 
cash generated from operations.  This downsizing could include 
additional personnel and compensation reductions, closing or 
further reduction of 

<PAGE>
operating hours at some or all of the 
Apollo Eye Associates practices, relocation or consolidation 
of office facilities and additional reductions of operating 
expenses.

Based on the Company's net loss for 1996 and anticipated 1997 
results, the Company does not anticipate it will be able to 
generate sufficient cash to fund operations.  The Company's 
independent accountants have issued a report covering the 
December 31, 1996 consolidated financial statements containing 
an explanatory paragraph that states that these facts raise 
substantial doubt about the Company's ability to continue as 
a going concern.  The accompanying consolidated financial 
statements of the Company do not include any adjustments that 
might arise from the outcome of this uncertainty.  See Note 
1 to the Company's consolidated financial statements.  

Management is exploring business combination opportunities 
with companies in similar lines of business in South Florida.  
There can be no assurance that the Company will receive any 
proposal in this connection or that the terms of any proposal 
received would be such that the Company's Board of Directors 
would accept the proposal and recommend it to the Company's 
stockholders (should stockholder action be required).  
Additionally, the Company may at any time decide to 
discontinue these explorations.

The words "believe," "expect," "anticipate," "project," and 
similar expressions signify forward looking statements.  
Readers are cautioned not to place undue reliance on any 
forward looking statements made by or on behalf of the 
Company.  Any such statement speaks only as of the date 
the statement is made, and the Company undertakes no 
obligation to update or revise any forward looking statements.

<PAGE>  
Part II - Other Information

Item 1.      Legal Proceedings

Except as noted below, the Company is not party to any material 
litigation, nor, to the knowledge of the Company, is any 
material litigation threatened.

In April 1995, an action entitled Dynex Sport Optics, Inc. 
v. United Vision Group, Inc. ("Dynex") was filed against the 
Company in the United States District Court for the District of 
New Jersey in connection with an alleged agreement between 
the Company and Dynex.  According to Dynex, the Company 
promised to issue 1,250,000 shares of its Common Stock in 
exchange for 100% of the stock of Dynex and to provide 
$250,000 in working capital to Dynex.  The Company denies 
that the alleged agreement is enforceable and believes that, 
in any event, Dynex deliberately concealed or misrepresented 
the business, assets, rights  and prospects of Dynex.  The 
Company is vigorously defending against the claim. The 
Company moved to dismiss the action due to lack of 
jurisdiction in New Jersey.   In June 1996, the U.S. 
District Court for the District of New Jersey ruled in 
favor of the Company and dismissed the action.  In July 
1996, the Company filed an action for Declaratory Judgment 
with respect to the same claims in the United States 
Federal Court in Palm Beach County, Florida.  In July 
1996, Dynex filed an action identical to its New Jersey 
action in the United States District Court for the 
Southern District of New York.  It is currently expected 
that this matter will go to trial in late 1997 or early 
1998.

In August 1995, an action entitled Lowinger v. United Vision 
Group, Inc., J. K. Enterprises of Deerfield Beach, Inc., Jan 
Kaplan and Karen Kaplan was filed against the Company in 
the United States District Court for the Southern District 
of Florida.  Mr. Lowinger, a former employee of the 
Company, alleged discrimination on the basis of age and 
handicap, breach of contract to pay a bonus, payment 
owing for employment benefits including vacation and 
automobile expenses and violation of ERISA.  In March 
1997, the case was tried in the United States District 
Court for the Southern District of Florida.  The jury 
found in favor of Lowinger as to the age discrimination 
claim and that the Company acted willfully in the 
termination.  Lowinger was awarded back pay, compensatory 
and punitive damages and interest in the amount of 
$394,000.  Plaintiff was also granted reinstatement to 
a position similar to the one held prior to termination 
with comparable salary and benefits.  The remaining 
claims were found in favor of the Company.  At a hearing 
for post-trial motions held July 16, 1997, the Court 
denied a motion to enter a judgment in favor of the 
Company notwithstanding the verdict.  In September 1997, 
the Company filed a renewed motion for judgment as a 
matter of law and motion for new trial.  In November 
1997, the Court denied the motion for new trial and 
reserved ruling on the motion to vacate the order to 
reinstate, pending mediation on that issue.  The Company 
believes it has grounds to appeal the jury verdict and 
plans to file such appeal.

<PAGE>
In May 1997, two actions entitled Jan H. Kaplan v. United 
Vision Group, Inc., Apollo Eye Associates, Inc., and Apollo 
EyeCare Management Corp. and Karen Kaplan v. United Vision 
Group, Inc., Apollo Eye Associates, Inc., and Apollo EyeCare 
Management Corp. were filed against the Company in the 
County Court for Broward County, Florida.  Mr. and Mrs. 
Kaplan, both former employees of the Company, allege 
breach of a December 1995 contract to pay consulting 
fees and seek to recover the amounts of $11,667 and 
$7,083 respectively for April 1997.  In September 1997, 
the Company filed counterclaims in both of these actions.  
The Company believes that it has substantial defenses 
and is defending these suits vigorously.

In May 1997, an action entitled Apollo Eye Group, Inc., 
Master Vision Plans, Inc., Optiplan, Inc., and J. K. 
Enterprises of Deerfield Beach, Inc. v. Joseph P. Antal 
and Preferred Vision Care, Inc. was filed by the Company 
in the Circuit Court of the Seventeenth Judicial Circuit 
of Broward County, Florida.  The complaint alleges that 
Mr. Antal, a former employee of the Company, is in breach 
of a covenant not to compete contained in the employment 
agreement that existed between the Company and Antal 
during his term of employment.  The lawsuit seeks 
injunctive relief to enjoin Antal from solicitation of 
managed care sponsors including those currently under 
agreement with Apollo Eye Group of Puerto Rico, Inc. 
(formerly Master Vision Plans, Inc.).  A hearing for 
injunctive relief was held in May 1997.  In October 
1997, defendant's motion to dismiss the action was 
granted with leave to amend.  The Company filed an 
amended complaint for damages and injunctive relief 
in November 1997.

In September 1997, an action entitled Oska Partnership v. 
Apollo Eye Associates, Inc. was filed in the Circuit Court 
of the Eleventh Judicial Circuit of Dade County, Florida.  
The complaint alleges the Company breached a March 1996 
lease agreement for premises at 163rd Street in North 
Miami Beach, Florida and seeks eviction and damages 
against the Company.  The Company does not occupy the 
subject premises.  The lawsuit asks for rents of $4,505.18 
for each of the months of August and September 1997 and 
the sum of $211,743.46, representing an acceleration of 
lease payments to the end of the lease term.  The 
Company believes it has defenses and is defending this 
suit vigorously.

The Company is a defendant in certain other legal actions 
in the normal course of business, none of which is 
expected to result in a material adverse effect on the 
Company's net worth, total cash flows, or results of 
operations.

<PAGE>
Item 6.      Exhibits and Reports on Form 8-K

	     (a)     Exhibits - None.


	     (b)     Reports on Form 8-K - None. 
	     
<PAGE>             
SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly 
caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


				   APOLLO EYE GROUP, INC.

Dated: November 25, 1997           By:/s/ J. Richard Damron, Jr.
				   J. Richard Damron, Jr.
				   Treasurer and Chief Financial                                        
       Officer