<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 JULY 31, 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                (I.R.S. Employer Identification No.)
of incorporation or organization)


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 September 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)
                 July 31, 2002 and January 31, 2002 ...........................................   1

                 Condensed Consolidated Statements of Operations (Unaudited)
                 Three and Six Months Ended July 31, 2002 and 2001.............................   2

                 Condensed Consolidated Statements of Cash Flows (Unaudited)
                 Six Months Ended July 31, 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....................  10


PART II.      OTHER INFORMATION

      Item 6.    Exhibits and Reports on Form 8-K..............................................  11


SIGNATURES  ...................................................................................  12

CERTIFICATIONS
</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>
                                                                             JULY 31,      JANUARY 31,
                                                                               2002           2002
                                                                           ------------    -----------
<S>                                                                        <C>             <C>
   ASSETS
   Current assets:
     Cash                                                                  $        298    $       357
     Accounts receivable                                                         10,773         10,883
     Inventory                                                                   21,026         20,203
     Prepaid expenses and other                                                     853            617
                                                                           ------------    -----------
   Total current assets                                                          32,950         32,060
   Property, plant, and equipment, net                                           36,800         38,365
   Goodwill, net of accumulated amortization of $1,566                            6,007          6,007
   Other                                                                          1,084            973
                                                                           ------------    -----------
   Total assets                                                            $     76,841    $    77,405
                                                                           ============    ===========

   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
     Accounts payable -- trade                                             $      7,094    $     4,456
     Accrued wages                                                                2,093          2,521
     Accrued rent                                                                 1,282          1,300
     Other accrued expenses                                                       1,873          2,132
     Current portion of obligations under capital lease                           1,243          1,323
     Current portion of long-term debt                                              387            367
                                                                           ------------    -----------
   Total current liabilities                                                     13,972         12,099
   Obligations under capital lease                                                1,197          1,257
   Long-term debt, less current portion                                          12,649         14,658
   Other long-term liabilities                                                      275            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                                                        (67,096)       (66,743)
                                                                           ------------    -----------
   Total shareholders' equity                                                    48,748         49,101
                                                                           ------------    -----------
   Total liabilities and shareholders' equity                              $     76,841    $    77,405
                                                                           ============    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


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

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


<TABLE>
<CAPTION>
                                                    Three Months Ended                 Six Months Ended
                                                         July 31,                          July 31,
                                                 -------------------------         -------------------------
                                                   2002             2001             2002             2001
                                                 --------         --------         --------         --------
<S>                                              <C>              <C>              <C>              <C>
Net sales                                        $ 32,513         $ 33,471         $ 67,429         $ 70,276
Cost of sales                                       9,864            9,979           20,316           21,127
                                                 --------         --------         --------         --------
Gross profit                                       22,649           23,492           47,113           49,149

Operating expenses:
  Selling, general, and administrative
    expenses                                       22,138           22,012           43,977           45,111
  Unusual items                                       147               61              147             (509)
  Depreciation and amortization                     1,471            1,324            2,936            2,649
                                                 --------         --------         --------         --------
                                                   23,756           23,397           47,060           47,251
                                                 --------         --------         --------         --------
Operating income (loss)                            (1,107)              95               53            1,898
Interest expense, net                                 188              288              392              576
                                                 --------         --------         --------         --------
Income (loss) before income tax provision          (1,295)            (193)            (339)           1,322
Income tax provision                                   --               --               14               41
                                                 --------         --------         --------         --------
Net income (loss)                                $ (1,295)        $   (193)        $   (353)        $  1,281
                                                 ========         ========         ========         ========
Net income (loss) per share - basic and
  assuming dilution                              $  (0.17)        $  (0.02)        $  (0.05)        $   0.16
                                                 ========         ========         ========         ========
</TABLE>

          See accompanying notes to consolidated financial statements.


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

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Six Months Ended
                                                                            July 31,
                                                                    -------------------------
                                                                      2002             2001
                                                                    --------         --------
<S>                                                                 <C>              <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                  $   (353)        $  1,281
 Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation and amortization                                     2,936            2,649
     Gain on closure of manufacturing facility                            --             (575)
     Loss on closure of non-performing stores                             47               66
     Changes in operating assets and liabilities:
        Accounts receivable                                              110              275
        Inventory                                                       (823)            (463)
        Other                                                           (359)             604
        Accounts payable - trade                                       2,638            2,255
        Accrued expenses                                                (720)          (1,824)
                                                                    --------         --------
 Net cash provided by operating activities                             3,476            4,268

 CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property, plant, and equipment, net                   (926)          (1,736)
     Sale of manufacturing facility                                       --              899
                                                                    --------         --------
 Net cash used in investing activities                                  (926)            (837)

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Net payments on revolving credit line                            (1,867)          (2,534)
     Principal payments on long-term debt and capital leases            (742)            (733)
                                                                    --------         --------
 Net cash used in financing activities                                (2,609)          (3,267)
                                                                    --------         --------
 Net increase (decrease) in cash                                         (59)             164
 Cash at beginning of period                                             357              240
                                                                    --------         --------
 Cash at end of period                                              $    298         $    404
                                                                    ========         ========
</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 periods 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 six months ended July 31, 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 are 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                Six Months Ended
                                                           July 31,                         July 31,
                                                  -------------------------         -------------------------
                                                    2002             2001             2002             2001
                                                  --------         --------         --------         --------
<S>                                               <C>              <C>              <C>              <C>
 Net income (loss)                                $ (1,295)        $   (193)        $   (353)        $  1,281
                                                  ========         ========         ========         ========

 Basic average common shares outstanding             7,803            7,803            7,803            7,803

 Effect of dilutive securities:
      Options                                           --               --               --               75
                                                  --------         --------         --------         --------
 Diluted average common shares outstanding           7,803            7,803            7,803            7,878
                                                  ========         ========         ========         ========

 Net income (loss) per share - basic and
   assuming dilution                              $  (0.17)        $  (0.02)        $  (0.05)        $   0.16
</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 six months of fiscal 2001 would have resulted in an increase in net
income of $174,000 or $0.02 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. This initial impairment test is a
two-step process, which required the Company to screen for a potential
impairment by the end of the current fiscal second quarter and to


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


measure the amount of the impairment, if any, by the end of the current fiscal
year. During the quarter ended July 31, 2002, the Company determined that its
goodwill was impaired. The Company expects to measure the amount of impairment
loss by completing Step 2 during the second half of the year.

         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.       PENDING SALE OF COMPANY

         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                  Six Months Ended
                                                          July 31,                             July 31,
                                                 --------------------------          --------------------------
                                                   2002              2001              2002              2001
                                                 --------          --------          --------          --------
<S>                                              <C>               <C>               <C>               <C>
Net sales                                           100.0%            100.0%            100.0%            100.0%
Cost of sales                                        30.3              29.8              30.1              30.1
                                                 --------          --------          --------          --------
   Gross profit                                      69.7              70.2              69.9              69.9

Operating expenses:
   Selling, general and administrative               68.1              65.7              65.2              64.1
   Unusual items                                      0.5               0.2               0.2              (0.7)
   Depreciation and amortization                      4.5               4.0               4.4               3.8
                                                 --------          --------          --------          --------
Operating income (loss)                              (3.4)              0.3               0.1               2.7
Interest expense, net                                 0.6               0.9               0.6               0.8
                                                 --------          --------          --------          --------
Income (loss) before income tax provision            (4.0)             (0.6)             (0.5)              1.9
Income tax provision                                  0.0               0.0               0.0               0.1
                                                 --------          --------          --------          --------
Net income (loss)                                    (4.0)%            (0.6)%            (0.5)%             1.8%
                                                 ========          ========          ========          ========
</TABLE>

THREE MONTHS ENDED JULY 31, 2002 COMPARED TO THREE MONTHS ENDED JULY 31, 2001

         Net sales decreased $1.0 million, or 2.9%, from $33.5 million for the
three months ended July 31, 2001 to $32.5 million for the three months ended
July 31, 2002. The closure of 36 unproductive stores, net of 13 openings, since
May 1, 2001, accounted for all of the decrease in net sales.

         Cost of sales, as a percentage of net sales, increased by 0.5% during
the three months ended July 31, 2002, compared to the same three-month period
ended July 31, 2001 due primarily to the lower sales volume and higher training
costs.

         Selling, general and administrative expenses ("SG&A"), as a percentage
of net sales, increased by 2.4% during the three months ended July 31, 2002,
compared to the same period ended July 31, 2001 due primarily to the lower sales
volume.

         Interest expense decreased $100,000 from $288,000 for the three months
ended July 31, 2001 to $188,000 for the three months ended July 31, 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 July 31, 2002 and 2001 of
$147,000 and $61,000, respectively, consisted primarily of the write-off of
furniture and fixtures and leasehold improvements in connection with the closure
of underperforming stores and lease termination costs.


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


SIX MONTHS ENDED JULY 31, 2002 COMPARED TO SIX MONTHS ENDED JULY 31, 2001

         Net sales decreased $2.9 million, or 4.1%, from $70.3 million for the
six months ended July 31, 2001 to $67.4 million for the six months ended July
31, 2002. This decrease was primarily due to the closure of 49 unproductive
stores, net of 19 openings, since February 1, 2001.

         SG&A, as a percentage of net sales, increased by 1.1% for the six
months ended July 31, 2002, compared to the same period ended July 31, 2001 due
primarily to the decrease in sales volume. Actual SG&A expenses for the six
months ended July 31, 2002, decreased $1.1 million to $44.0 million, compared to
$45.1 million for the six months ended July 31, 2001. The reduction was
principally attributable to reduced salary and operating expenses as a result of
store closings and lower rent expenses due to the lower sales volume.

         Interest expense decreased $184,000 from $576,000 for the six months
ended July 31, 2001 to $392,000 for the six months ended July 31, 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 six months ended July 31, 2002 consisted
primarily of the write-off of furniture and fixtures and leasehold improvements
in connection with the closure of underperforming stores and lease termination
costs. Unusual items for the six months ended July 31, 2001 included a net gain
of $575,000 for the sale of the frame manufacturing buildings in Florida. This
gain was offset by a charge of $66,000 for the write-off of furniture and
fixtures and leasehold improvements in connection with the closure of
underperforming stores.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary source of cash for the first six months of fiscal
2002 was from operations. Cash and working capital at July 31, 2002, were
$298,000 and $19.0 million, respectively, compared to $357,000 and $20.0
million, respectively, at January 31, 2002.

         For the six months ended July 31, 2002, cash provided by operating
activities was $3.5 million compared to $4.3 million for the six months ended
July 31, 2001. The $800,000 decrease resulted primarily from a decrease in net
income.

         Cash used in investing activities in the first six months of fiscal
2002 was $926,000 compared to a use of $1,736,000 (excluding the $899,000 cash
proceeds from the sale of our frame manufacturing facility) for the same period
in the prior year. Capital expenditures during the first six months of fiscal
2002 of $926,000 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 90 day rate for United States Treasury Bills plus
250 basis points, which was 4.23% as of July 31, 2002, and matures in July 2003.
As of July 31, 2002, the company had $9.1 million outstanding under its
revolving line of credit and $10.9 million of additional 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 July 31, 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.


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


         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 July
31, 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.

         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.


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


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 $9.1 million
as of July 31, 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 $91,000
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 July 31, 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.


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


PART II. OTHER INFORMATION

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

        10.6**          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.

         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)


September 16, 2002                 /s/Carmen J. Nepa III
                                   ------------------------------------------
                                   Carmen J. Nepa III, Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                       12
<PAGE>

                                 CERTIFICATIONS

      I, William A. Schwartz, Jr., certify that:

      1. I have reviewed this quarterly report on Form 10-Q of U.S. Vision,
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; and

      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.

Date: September 16, 2002     /s/WILLIAM A. SCHWARTZ, JR.
                             ---------------------------
                             William A. Schwartz, Jr.
                             Chairman, Chief Executive Officer
                             and President


      I, Carmen J. Nepa III certify that:

      1. I have reviewed this quarterly report on Form 10-Q of U.S. Vision,
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; and

      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.

Date: September 16, 2002     /s/  CARMEN J. NEPA III
                             ---------------------------
                             Carmen J. Nepa III
                             Chief Financial Officer



<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

 10.6**       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.