<PAGE>

                                 UNITED STATES

                       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 APRIL 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 Number: 0-23397

                                U.S. VISION, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                             22-3032948
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)



1 HARMON DRIVE, GLEN OAKS INDUSTRIAL PARK, GLENDORA, NEW JERSEY       08012
---------------------------------------------------------------       -----
          (Address of principal executive offices)                  (Zip Code)


                                 (856) 228-1000

              (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 June 1, 2002 there were 7,802,942 shares of the registrant's common stock
outstanding.
<PAGE>
                                U.S. VISION, INC.

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                              Page
                                                                             Number
                                                                             ------
<S>                                                                          <C>
PART I.  FINANCIAL INFORMATION

      Item 1. Financial Statements

              Condensed Consolidated Balance Sheets (Unaudited)
              April 30, 2002 and January 31, 2002 ....................          1

              Condensed Consolidated Statements of Income (Unaudited)
              Three Months Ended April 30, 2002 and 2001..............          2

              Condensed Consolidated Statements of Cash Flow
              (Unaudited) Three Months Ended April 30, 2002 and 2001..          3

              Notes to Condensed Consolidated Financial Statements
              (Unaudited) ............................................          4

      Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations...........          7

      Item 3. Quantitative and Qualitative Disclosures About Market Risk        9


PART II. OTHER INFORMATION

      Item 4. Submissions of Matters to a Vote of Security Holders...           10

      Item 6. Exhibits and Reports on Form 8-K.......................           10


SIGNATURES    .......................................................           12
</TABLE>
<PAGE>
                                U.S. VISION, INC.



PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          APRIL 30,        JANUARY 31,
                                                             2002              2002
                                                          ---------         ---------
<S>                                                      <C>               <C>
ASSETS
Current assets:
  Cash                                                    $     494         $     357
  Accounts receivable                                        10,526            10,883
  Inventory                                                  20,346            20,203
  Prepaid expenses and other                                    880               617
                                                          ---------         ---------
Total current assets                                         32,246            32,060
Property, plant, and equipment, net                          37,742            38,365
Goodwill, net of accumulated amortization of $ 1,566          6,007             6,007
Other                                                         1,049               973
                                                          ---------         ---------
Total assets                                              $  77,044         $  77,405
                                                          =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable -- trade                               $   7,051         $   4,456
  Accrued wages                                               1,348             2,521
  Accrued rent                                                1,386             1,300
  Other accrued expenses                                      1,875             2,132
  Current portion of obligations under capital lease          1,305             1,323
  Current portion of long-term debt                             384               367
                                                          ---------         ---------
Total current liabilities                                    13,349            12,099
Obligations under capital lease                               1,316             1,257
Long-term debt, less current portion                         12,053            14,658
Other long-term liabilities                                     283               290
Shareholders' equity:
   Common stock, $0.01 par value:
      Authorized shares -- 15,000,000, issued and
            outstanding shares -- 7,802,942                      78                78

   Additional paid-in capital                               115,766           115,766
   Accumulated deficit                                      (65,801)          (66,743)
                                                          ---------         ---------
Total shareholders' equity                                   50,043            49,101
                                                          ---------         ---------
Total liabilities and shareholders' equity                $  77,044         $  77,405
                                                          =========         =========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       1
<PAGE>
                                U.S. VISION, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                        April 30,
                                                ------------------------
                                                  2002            2001
                                                --------        --------
<S>                                             <C>             <C>
Net sales                                       $ 34,916        $ 36,805
Cost of sales                                     10,452          11,148
                                                --------        --------
Gross profit                                      24,464          25,657

Operating expenses:
  Selling, general, and administrative
    expenses                                      21,839          23,099
  Unusual items                                       --            (570)
  Depreciation and amortization                    1,465           1,325
                                                --------        --------
                                                  23,304          23,854
                                                --------        --------

Operating income                                   1,160           1,803
Interest expense, net                                204             288
                                                --------        --------

Income before income tax provision                   956           1,515
Income tax provision                                  14              41
                                                --------        --------
Net income                                      $    942        $  1,474
                                                ========        ========
Net income per share - basic                    $   0.12        $   0.19
                                                ========        ========
Net income per share - assuming dilution        $   0.12        $   0.19
                                                ========        ========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>
                                U.S. VISION, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                           April 30,
                                                                   -----------------------
                                                                     2002            2001
                                                                   -------         -------
<S>                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                         $   942         $ 1,474
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                                    1,465           1,325
    Gain on closure of manufacturing facility                           --            (588)
    Loss on closure of non-performing stores                            --              18
    Changes in operating assets and liabilities:
       Accounts receivable                                             357             621
       Inventory                                                      (143)            632
       Other                                                          (344)            225
       Accounts payable - trade                                      2,595           3,031
       Accrued expenses                                             (1,351)         (2,307)
                                                                   -------         -------
Net cash provided by operating activities                            3,521           4,431

CASH FLOWS FROM INVESTING ACTIVITIES:

    Additions to property, plant, and equipment, net                  (458)           (746)
    Sale of manufacturing facility                                      --             899
                                                                   -------         -------
Net cash provided by (used in) investing activities                   (458)            153

CASH FLOWS FROM FINANCING ACTIVITIES:

    Net payments on revolving credit line                           (2,560)         (4,235)
    Principal payments on long-term debt and capital leases           (366)           (338)
                                                                   -------         -------
         Net cash used in financing activities                      (2,926)         (4,573)
                                                                   -------         -------
Net increase in cash                                                   137              11
Cash at beginning of period                                            357             240
                                                                   -------         -------
Cash at end of period                                              $   494         $   251
                                                                   =======         =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                           3
<PAGE>
                               U.S. VISION, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BASIS OF FINANCIAL STATEMENT PRESENTATION

      The accompanying unaudited consolidated condensed financial statements of
U.S. Vision, Inc. and its wholly owned subsidiaries (collectively, "USV" or the
"Company") have been prepared in accordance with the instructions to Form 10-Q
and, therefore, do not include all information and footnotes necessary for the
presentation of financial position, results of operations, and cash flows
required by generally accepted accounting principles for complete financial
statements. The information furnished reflects all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair summary of the financial position, results of operations, and cash
flows for the interim period presented. The financial statements should be read
in conjunction with the financial statements and notes thereto filed with the
Company's Form 10-K for the fiscal year ended January 31, 2002. The Company's
results of operations are seasonal in nature; accordingly, results of operations
for the three months ended April 30, 2002 are not necessarily indicative of the
results to be expected for the full year.

      Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation.

2.    USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

3.    INCOME TAXES

      As of January 31, 2002, the Company had federal and state net operating
loss carry forwards of approximately $16,900,000, which will begin to expire in
the year 2006. Approximately $9,500,000 of these carry forwards are available to
offset future taxable income without limitation and approximately $7,400,000 of
these carry forwards (the "Restricted NOLs") are significantly limited due to
ownership changes. Approximately $780,000 of the Restricted NOLs will become
available for use each year through the year 2008. Approximately $3,400,000 of
the Restricted NOLs is expected to expire unutilized. A valuation allowance has
been established to fully reserve the future benefit of all the net operating
loss carry forwards.

      The difference between the Company's effective tax rate and the taxes
computed at the federal statutory tax rate is due to the utilization of net
operating losses.


                                       4
<PAGE>
                                U.S. VISION, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.    NET INCOME PER SHARE

The following table (in thousands except per share data) presents the
calculation of earnings per share for the periods indicated.


<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                       April 30,
                                                 --------------------
                                                  2002          2001
                                                 ------        ------
<S>                                              <C>           <C>
Net income                                       $  942        $1,474
                                                 ======        ======
Basic average common shares outstanding           7,803         7,803
Effect of dilutive securities:
         Options                                     34           149
                                                 ------        ------
Diluted average common shares outstanding         7,837         7,952
                                                 ======        ======
Net income per share - basic                     $ 0.12        $ 0.19
Net income per share - assuming dilution         $ 0.12        $ 0.19
</TABLE>



5.    RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141, "Business Combinations"
"SFAS 141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires that all business combinations be accounted for using the
purchase method of accounting and requires that intangible assets that meet
certain criteria be recognized apart from goodwill. SFAS 142 prescribes that
goodwill and intangible assets with indefinite useful lives should no longer be
amortized to earnings, but instead should be reviewed for impairment on at least
an annual basis. Intangible assets with finite lives should continue to be
amortized over their estimated useful lives.

      The Company adopted SFAS 141 and SFAS 142 on February 1, 2002. The
adoption of these statements did not result in any changes to the classification
of the Company's goodwill and other intangible assets. The Company discontinued
amortization of its goodwill upon adoption. The non-amortization of goodwill in
the first quarter of fiscal 2001 would have resulted in an increase in net
income of $87,000 or $0.01 basic and diluted earnings per share.

      SFAS 142 requires the Company to perform transitional impairment tests of
goodwill as of February 1, 2002 as well as perform impairment tests on an annual
basis and whenever events or circumstances occur indicating that goodwill may be
impaired. An impairment charge will be recognized for the Company's goodwill
when the estimated fair value of a reporting unit, including the goodwill, is
less than its carrying amount.


                                       5
<PAGE>
                                U.S. VISION, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

      The Company expects to perform the first step of a two-step goodwill
impairment test, as prescribed in SFAS 142, during the second quarter ending
July 31, 2002. The first step of the goodwill impairment test is a screen for
potential impairment, while the second step measures the amount of impairment,
if any. The Company has not yet determined what the effect of this test will be
on the earnings and financial position of the Company. Any impairment loss
resulting from this goodwill transitional impairment test will be reflected as a
cumulative effect of a change in accounting principle for the three months ended
April 30, 2002, regardless of the interim period in which the measurement of the
loss is completed.

      In 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, and provides a single accounting model for long-lived assets to
be disposed and broadens the presentation of discontinued operations to include
more disposal transactions. The Company adopted this statement on February 1,
2002, and the effect of the adoption was not material to the Company.

6.    SUBSEQUENT EVENT

      On May 14, 2002, USV and Kayak Acquisition Corp., a Delaware corporation
("Kayak") formed by a group of investors that includes George E. Norcross, III,
one of the Company's directors and a significant stockholder of USV, Joseph J.
Roberts, Jr., one of the Company's directors, Philip A. Norcross, the brother of
George E. Norcross, III and William A. Schwartz, Jr., the Chairman of the Board,
President and Chief Executive Officer of USV, entered into an Agreement and Plan
of Merger pursuant to which USV will be acquired by Kayak and go private. The
USV stockholders affiliated with Kayak beneficially own approximately 30% of
USV's outstanding common stock. If the merger is consummated, each outstanding
share of USV's common stock, other than shares of USV stock owned by any
stockholder of Kayak, will be exchanged for $4.25 per share in cash.

      USV's Board of Directors formed a special committee to negotiate the terms
of the merger on behalf of USV. The special committee unanimously recommended to
the USV Board of Directors that it approve the merger and the Board of Directors
approved the merger, with Messrs. Schwartz, Norcross and Roberts abstaining from
the decision. The merger is subject to various closing conditions, including the
approval of USV's stockholders. In addition, the consummation of the merger is
subject to Kayak obtaining satisfactory financing to complete the merger. It is
anticipated that the transaction will close during the third quarter of fiscal
2002.


                                       6
<PAGE>
                                U.S. VISION, INC.

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

RESULTS OF OPERATIONS

      The following table sets forth selected statement of operations data
expressed as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                               Three Months Ended
                                                    April 30,
                                              ---------------------
                                               2002           2001
                                              ------         ------
<S>                                           <C>            <C>
Net sales                                      100.0%         100.0%
Cost of sales                                   29.9           30.3
                                              ------         ------
   Gross profit                                 70.1           69.7
Operating expenses:
   Selling, general and administrative          62.6           62.8
   Unusual items                                 0.0           (1.6)
   Depreciation and amortization                 4.2            3.6
                                              ------         ------
Operating income                                 3.3            4.9
Interest expense, net                            0.6            0.8
                                              ------         ------
Income before income tax provision               2.7            4.1
Income tax provision                             0.0            0.1
                                              ------         ------
Net income                                       2.7%           4.0%
                                              ======         ======
</TABLE>


THREE MONTHS ENDED APRIL 30, 2002 COMPARED TO THREE MONTHS ENDED APRIL 30, 2001

      Net sales decreased $1.9 million, or 5.2%, from $36.8 million for the
three months ended April 30, 2001 to $34.9 million for the three months ended
April 30, 2002. The closure of 44 unproductive stores, net of 18 openings, since
February 1, 2001, accounted for $800,000 of the decrease in net sales. The
remaining decrease in net sales was primarily attributable to a 2.6% decrease in
comparable-store sales.

      Cost of sales, as a percentage of net sales, decreased by 0.4% during the
three months ended April 30, 2002, compared to the same three month period ended
April 30, 2001. The decrease was primarily attributable to lower raw material
costs incurred by the Company.

      Selling, general and administrative expenses ("SG&A"), as a percentage of
net sales, decreased by 0.2% during the three months ended April 30, 2002,
compared to the same period ended April 30, 2001. Actual SG&A expenses for the
three months ended April 30, 2002, decreased $1.3 million to $21.8 million,
compared to $23.1 million for the three months ended April 30, 2001. The
reduction was principally attributable to reduced salary expenses as a result of
store closings, lower rent expenses due to the lower sales volume, and lower
advertising expenses.

      Interest expense decreased $84,000 from $288,000 for the three months
ended April 30, 2001 to $204,000 for the three months ended April 30, 2002. The
decrease in interest expense was due to a lower outstanding balance and a lower
rate of interest on the Company's revolving line of credit.

      Unusual items for the three months ended April 30, 2001 included a net
gain of $588,000 for the sale of the frame manufacturing buildings in Florida.
This gain was offset by a charge of $18,000 for the write-off of furniture and
fixtures and leasehold improvements in connection with the closure of
under-performing stores. There were no unusual items for the three months ended
April 30, 2002.


                                       7
<PAGE>
                                U.S. VISION, INC.


LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary source of cash for the first three months of fiscal
2002 was from operations. Cash and working capital at April 30, 2002, were
$494,000 and $18.9 million, respectively, compared to $357,000 and $20.0
million, respectively, at January 31, 2002.

      For the three months ended April 30, 2002, cash provided by operating
activities was $3.5 million compared to $4.4 million for the three months ended
April 30, 2001. The $900,000 decrease resulted primarily from a decrease in net
income and unfavorable changes in working capital, offset by accrued expenses.

      Cash used by investing activities in the first three months of fiscal 2002
was $458,000 compared to cash provided by investing activities of $153,000 in
the first three months of fiscal 2001. Capital expenditures during the first
three months of fiscal 2002 of $458,000 were primarily for new computer
equipment USV acquired in connection with the rollout of the Company's new
integrated information system to additional retail outlets as well as furniture
and fixtures for the retail stores.

      The Company's principal external source of liquidity is its $20.0 million
revolving line of credit with Commerce Bank, N.A. The revolving line of credit
facility bears interest at the lower of the prime rate as published in the Wall
Street Journal or the ninety (90) day rate for United States Treasury Bills plus
250 basis points, which was 4.32% as of April 30, 2002, and matures in July
2003. As of April 30, 2002, the company had $8.4 million outstanding under its
revolving line of credit and $11.6 million of availability. The loan agreement
prohibits the payment of dividends to stockholders and the Company must maintain
certain financial ratios including a specified net worth level, current ratio,
and a fixed charge ratio. As of April 30, 2002, the Company was in compliance
with all the financial covenants. We do not believe that the financial covenants
set forth in our revolving line of credit will have an adverse impact on our
operations or future plans.

      USV has commitments from Commerce BankLease, a unit of Commerce Bank,
N.A., for a $2,000,000 five-year equipment lease financing facility. As of April
30, 2002, we have approximately $700,000 available under this facility.

      Based upon the Company's current operating and new store opening plans,
USV believes it can fund its working capital and capital expenditure needs for
the foreseeable future through borrowings under the revolving line of credit and
cash generated from operations.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

      The Company occasionally makes forward-looking statements concerning its
plans, goals, product and service offerings, store openings and closings and
anticipated financial performance. These forward-looking statements may
generally be identified by introductions such as "outlook" for an upcoming
period of time, or words and phrases such as "may," "should," "seeks,"
"expects," "hopes," "plans," "intends," "projects," "believes," "estimates,"
"forward-looking" (or variants of those words and phrases) or similar language
indicating the expression of an opinion or view concerning the future. These
statements appear in a number of places in this Form 10-Q and include statements
regarding the intent, belief, expectation, strategies or projections of USV, its
directors, its management, or others at that time.


                                       8
<PAGE>
                                U.S. VISION, INC.


      Certain statements in this Form 10-Q are not historical facts or
information and certain other statements in this Form 10-Q are forward-looking
statements that involve risks and uncertainties, including, without limitation,
risks relating to our relationships with our hosts stores, short-term leases,
competition, our dependence on our host stores for growth, our dependence on a
single managed vision care provider, our dependence on key personnel, and our
ability to attract new customers, and such competitive and other business risks
as from time to time may be detailed in USV's Securities and Exchange Commission
reports.

      In addition, forward-looking statements concerning the Company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the Company has no control, such as the performance of its host stores.
The Company does not plan in general to publicly update prior forward-looking
statements for unanticipated events or otherwise and, accordingly, prior
forward-looking statements should not be considered to be "fresh" simply because
the Company has not made additional comments on those forward-looking
statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      USV's earnings are affected by changes in interest rates due to the impact
those changes have on the interest expense payable by the Company under its
revolving line of credit, the outstanding balance of which was $8.4 million as
of April 30, 2002. A 1% change in the underlying prime rate or the 90 day rate
for United States Treasury Bills, as the case may be, would result in an $84,000
change in the annual amount of interest paid by the Company based on the impact
the hypothetical change in interest rates would have on our revolving line of
credit outstanding as of April 30, 2002.

      The Company currently does not hold any derivative instruments and does
not earn income denominated in foreign currencies. All of our revenue is
recognized in U.S. dollars. Because less than 10% of our revenues currently are
derived from sales of optical products outside of the U.S., we do not believe we
have any significant foreign currency exchange risk and, as a result, do not
hedge against foreign currency exchange rate changes. To the extent that changes
in interest rates and currency exchange rates affect general economic
conditions, we would be affected by such change.


                                       9
<PAGE>
                                U.S. VISION, INC.


PART II. OTHER INFORMATION

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

      As contemplated in the Company's Proxy Statement for its fiscal 2000
annual meeting of stockholders, which was mailed to USV stockholders
beginning on January 22, 2002, the Company's stockholders considered a
proposal to elect William A. Schwartz, Jr., Dennis J. Shaughnessy, J. Roger
Sullivan, Jr., Richard K. McDonald, G. Kenneth Macrae, Peter M. Troup, George
E. Norcross, III, and Joseph J. Roberts, Jr. as directors of the Company,
each to serve until the next annual meeting of stockholders.  The Company's
stockholders also considered a proposal to ratify the selection of Ernst &
Young LLP as the Company's independent certified public accountants.

      Each of the foregoing proposals was approved at the Company's annual
meeting of stockholders on February 19, 2002. Each Board nominee received the
number of votes indicated below.

<TABLE>
<CAPTION>
                                                 No. of Votes           No. of Votes Cast
                                              Cast for Election        Against or Withheld
<S>                                           <C>                      <C>
              William A. Schwartz, Jr.             5,069,910                11,471
              Dennis J. Shaughnessy                5,067,310                 5,071
              J. Roger Sullivan, Jr.               5,067,310                 5,071
              Richard K. McDonald                  5,067,310                 5,071
              G. Kenneth Macrae                    5,060,910                11,471
              Peter M. Troup                       5,066,910                 5,471
              George E. Norcross, III              5,039,710                32,671
              Joseph J. Roberts, Jr.               5,040,610                31,771
</TABLE>

      With respect to the approval of the proposal to ratify the selection of
Ernst & Young LLP, the votes cast form against or withheld were as follows:

<TABLE>
<S>                                                   <C>
                        Votes for                     5,065,836
                        Votes Against or Withheld         6,545
</TABLE>


ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K


      A.    EXHIBITS

      The following exhibits are filed as a part of this report:

<TABLE>
<CAPTION>
      Exhibit
      Number      Exhibit
      ------      -------
<S>             <C>
      2.1v*     Agreement and Plan of Merger
      3.1*      Restated Certificate of Incorporation of the Company
      3.2*      Bylaws of the Company
      10.1*     Loan and Security Agreement between the Company and
                Commerce Bank, as amended
      10.2*     Stock Option Plan, including form of Stock Option Agreement
      10.3v     Amendment to Stock Option Plan
      10.4**    Subordinated Note Purchase Agreement
      10.5**    Amendment to Subordinated Note Purchase Agreement
      10.6**    J.C. Penney License Agreement
      10.7**    Vision Care Agreement
      10.8***   Employment Agreement for William A. Schwartz, Jr.
      10.9***   Form of Employment Severance Agreement
</TABLE>


                                       10
<PAGE>
                                U.S. VISION, INC.


<TABLE>
<S>             <C>
      10.10**   Form of Non-Statutory Option Agreement
      10.11**   Form of Indemnification Agreement
      10.12**   Shareholders' Agreement
      10.13**   Form of Sears Lease
      10.14**   Commerce Bank Mortgages and Schedules
      10.15**   DRPA Loan Documentation
      10.16*v   Form of Warrant
</TABLE>

-----------

      *     Previously filed as an exhibit to the Form S-1 (Reg. No. 333-35819)
            filed with the Commission on September 17, 1997.

      **    Previously filed as an exhibit to Amendment No. 1 to the Form S-1
            (Reg. No. 333-35819) filed with the Commission on October 29, 1997.

      ***   Previously filed as an exhibit to the Company's report on Form 10-K
            for the fiscal year ended January 31, 1998, which was filed with the
            Securities and Exchange Commission on April 30, 1999.

      *v    Previously filed as an exhibit to the Company's report on Form 10-Q
            for the quarter ended July 31, 2000, which was filed with the
            Securities and Exchange Commission on September 13, 2000.

      v     Previously filed as an exhibit to the Company's report on Form 10-K
            for the fiscal year ended January 31, 2001, which was filed with the
            Securities and Exchange Commission on April 30, 2001.

      v*    Previously filed as an exhibit to the Company's report on Form 8-K,
            which was filed with the Securities and Exchange Commission on May
            16, 2002.

      B. REPORTS ON FORM 8-K

      On May 16, 2002, the company filed a report on Form 8-K in connection with
      entering into an Agreement and Plan of Merger with Kayak pursuant to which
      USV will be acquired by Kayak and go private.


                                       11
<PAGE>
                                U.S. VISION, INC.

                                   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.

                                    U.S. VISION, INC.
                                    ---------------------------------
                                    (Registrant)


June 14, 2002                       /s/Carmen J. Nepa III
                                    ---------------------------------
                                    Carmen J. Nepa III, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       12
<PAGE>
                                U.S. VISION, INC.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit
      Number      Exhibit
      ------      -------
<S>             <C>
      2.1v*     Agreement and Plan of Merger
      3.1*      Restated Certificate of Incorporation of the Company
      3.2*      Bylaws of the Company
      10.1*     Loan and Security Agreement between the Company and
                Commerce Bank, as amended
      10.2*     Stock Option Plan, including form of Stock Option Agreement
      10.3v     Amendment to Stock Option Plan
      10.4**    Subordinated Note Purchase Agreement
      10.5**    Amendment to Subordinated Note Purchase Agreement
      10.6**    J.C. Penney License Agreement
      10.7**    Vision Care Agreement
      10.8***   Employment Agreement for William A. Schwartz, Jr.
      10.9***   Form of Employment Severance Agreement
      10.10**   Form of Non-Statutory Option Agreement
      10.11**   Form of Indemnification Agreement
      10.12**   Shareholders' Agreement
      10.13**   Form of Sears Lease
      10.14**   Commerce Bank Mortgages and Schedules
      10.15**   DRPA Loan Documentation
      10.16*v   Form of Warrant
</TABLE>

-----------

      *     Previously filed as an exhibit to the Form S-1 (Reg. No. 333-35819)
            filed with the Commission on September 17, 1997.

      **    Previously filed as an exhibit to Amendment No. 1 to the Form S-1
            (Reg. No. 333-35819) filed with the Commission on October 29, 1997.

      ***   Previously filed as an exhibit to the Company's report on Form 10-K
            for the fiscal year ended January 31, 1998, which was filed with the
            Securities and Exchange Commission on April 30, 1999.

      *v    Previously filed as an exhibit to the Company's report on Form 10-Q
            for the quarter ended July 31, 2000, which was filed with the
            Securities and Exchange Commission on September 13, 2000.

      v     Previously filed as an exhibit to the Company's report on Form 10-K
            for the fiscal year ended January 31, 2001, which was filed with the
            Securities and Exchange Commission on April 30, 2001.

      v*    Previously filed as an exhibit to the Company's report on Form 8-K,
            which was filed with the Securities and Exchange Commission on May
            16, 2002.