<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 OCTOBER 31, 2001.

                                       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
 incorporation or organization)          (I.R.S. Employer 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 December 1, 2001 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)
             October 31, 2001 and January 31, 2001 .............................         1

             Condensed Consolidated Statements of Operations (Unaudited)
             Three and Nine Months Ended October 31, 2001 and 2000..............         2

             Condensed Consolidated Statements of Cash Flows (Unaudited)
             Nine Months Ended October 31, 2001 and 2000........................         3

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

    Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations......................         6

    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
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                U.S. VISION, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              October 31,     January 31,
                                                                  2001           2001
                                                              -----------     -----------
<S>                                                           <C>             <C>
ASSETS
Current assets:
  Cash                                                          $     537       $     240
  Accounts receivable                                              11,450          10,879
  Finished goods inventory                                         20,752          20,954
  Prepaid expenses and other                                          931           1,130
                                                                ---------       ---------
Total current assets                                               33,670          33,203
Property, plant, and equipment, net                                39,008          40,524
Goodwill, net of accumulated amortization of $1,478 and
  $1,217, respectively                                              6,095           6,356
Other                                                                 630             995
                                                                ---------       ---------
                                                                $  79,403       $  81,078
                                                                =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                                      $   5,944       $   4,865
  Accrued expenses                                                  5,351           6,483
  Current portion of obligations under capital lease                1,025             945
  Current portion of long-term debt                                   364             450
                                                                ---------       ---------
Total current liabilities                                          12,684          12,743
Obligations under capital lease                                     1,734           2,272
Long-term debt, less current portion                               14,662          16,112
Other long-term liabilities                                           369             505
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                                             (65,890)        (66,398)
                                                                ---------       ---------
Total shareholders' equity                                         49,954          49,446
                                                                ---------       ---------
Total liabilities and shareholders' equity                      $  79,403       $  81,078
                                                                =========       =========
</TABLE>

     See accompanying notes to condensed 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           Nine Months Ended
                                                            October 31,                 October 31,
                                                     -----------------------      ----------------------
                                                       2001           2000          2001          2000
                                                     --------       --------      --------      --------
<S>                                                  <C>            <C>           <C>           <C>
Net sales                                            $ 34,231       $ 37,395      $104,507      $116,060
Cost of sales                                          10,314         11,143        31,441        35,158
                                                     --------       --------      --------      --------
Gross profit                                           23,917         26,252        73,066        80,902

Operating expenses:
   Selling, general, and administrative
       expenses                                        23,154         23,633        67,756        72,022
   Depreciation and amortization                        1,312          1,135         3,961         3,628
                                                     --------       --------      --------      --------
                                                       24,466         24,768        71,717        75,650
                                                     --------       --------      --------      --------

Operating income (loss)                                  (549)         1,484         1,349         5,252
Interest expense, net                                     224             91           800           338
                                                     --------       --------      --------      --------

Income (loss) before income tax provision                (773)         1,393           549         4,914
Income tax provision                                       --             35            41           217
                                                     --------       --------      --------      --------
Net income (loss)                                        (773)         1,358           508         4,697
                                                     ========       ========      ========      ========
Net income (loss) per share - basic                  $  (0.10)      $   0.17      $   0.07      $   0.60
Net income (loss) per share - assuming dilution      $  (0.10)      $   0.17      $   0.06      $   0.60
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        2
<PAGE>
                                U.S. VISION, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                               October 31,
                                                         ---------------------
                                                          2001          2000
                                                         -------       -------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $   508       $ 4,697
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                       3,961         3,628
       Gain on sale of manufacturing facility               (493)           --
       Changes in operating assets and liabilities:
         Accounts receivable                                (571)          573
         Inventory                                           202         1,694
         Other                                               547           (32)
         Accounts payable - trade                          1,079        (2,386)
         Accrued expenses                                 (1,504)         (655)
                                                         -------       -------
Net cash provided by operating activities                  3,729         7,519

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment, net          (2,450)       (4,976)
Proceeds from sale of manufacturing facility               1,307            --
                                                         -------       -------
Net cash used in investing activities                     (1,143)       (4,976)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings:
       Other                                                  --           300
Repayments of borrowings:
       Revolving line of credit, net                      (1,172)       (1,344)
       Term loans                                           (247)         (286)
       Capital leases and other                             (870)       (1,203)
                                                         -------       -------
       Net cash used in financing activities              (2,289)       (2,533)
                                                         -------       -------
Net increase in cash                                         297            10
Cash at beginning of period                                  240           454
                                                         -------       -------
Cash at end of period                                    $   537       $   464
                                                         =======       =======
</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 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, as amended, for the fiscal
year ended January 31, 2001. The results of operations for the three months and
nine months ended October 31, 2001 are not necessarily indicative of the results
to be expected for the full year.

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, 2001, the Company had net operating loss carry forwards
of approximately $14,100,000 which will begin to expire in the year 2006.
Approximately $5,900,000 of these carry forwards are available to offset future
taxable income without limitation and approximately $8,200,000 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.


                                        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 (loss) per share for the periods indicated.

<TABLE>
<CAPTION>
                                                       Three Months Ended         Nine Months Ended
                                                           October 31,               October 31,
                                                     ---------------------      --------------------
                                                       2001          2000         2001         2000
                                                     -------       -------      -------      -------
<S>                                                  <C>           <C>          <C>          <C>
Net income (loss)                                    $  (773)      $ 1,358      $   508      $ 4,697
                                                     =======       =======      =======      =======
Basic average common shares outstanding                7,803         7,803        7,803        7,803

Effect of dilutive securities:
     Options                                              --            52          150           17
                                                     -------       -------      -------      -------
Diluted average common shares outstanding            $ 7,803       $ 7,855      $ 7,953      $ 7,820
                                                     =======       =======      =======      =======
Net income (loss) per share - basic                  $ (0.10)      $  0.17      $  0.07      $  0.60
Net income (loss) per share - assuming dilution      $ (0.10)      $  0.17      $  0.06      $  0.60
</TABLE>

5.    PENDING ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board (FASB) approved the
issuance of Statements of Financial Accounting Standards No. 141, "Business
Combinations" (Statement 141), and No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). These Statements change the accounting for business
combinations, goodwill, and intangible assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to an annual impairment test. Other intangible assets will
continue to be amortized over their useful lives.

      The Company is required to adopt the new rules effective February 1, 2002,
except that the new rules are effective for any business combination that is
completed after June 30, 2001. The Company has not yet determined what the
effect of these statements will be on the earnings and financial position of the
Company.

      In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (Statement 144), which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations" for a
disposal of a segment of a business. (Statement 144) is effective for fiscal
years beginning after December 15, 2001, with earlier application encouraged.
The Company has not determined the effect, if any, the adoption of (Statement
144) will have on the Company's financial position and results of operations.

                                        5
<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       Nine Months Ended
                                                   October 31,             October 31,
                                               ------------------       -----------------
                                               2001         2000        2001        2000
                                               -----        -----       -----       -----
<S>                                            <C>          <C>         <C>         <C>
Net sales                                      100.0%       100.0%      100.0%      100.0%
Cost of sales                                   30.1         29.8        30.1        30.3
                                               -----        -----       -----       -----
     Gross profit                               69.9         70.2        69.9        69.7
Operating expenses:
     Selling, general and administrative        67.7         63.2        64.8        62.1
     Depreciation and amortization               3.8          3.0         3.8         3.1
                                               -----        -----       -----       -----
Operating income (loss)                         (1.6)         4.0         1.3         4.5
Interest expense, net                            0.7          0.3         0.8         0.3
                                               -----        -----       -----       -----
Income (loss) before income tax provision       (2.3)         3.7         0.5         4.2
Income tax provision                             0.0          0.1         0.0         0.2
                                               -----        -----       -----       -----
Net income (loss)                               (2.3)%        3.6%        0.5%        4.0%
                                               =====        =====       =====       =====
</TABLE>


THREE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO THREE MONTHS ENDED OCTOBER 31,
2000

      Net sales decreased $3.2 million, or 8.5%, from $37.4 million for the
three months ended October 31, 2000 to $34.2 million for the three months ended
October 31, 2001. The closure of 84 unproductive stores, net of 21 new store
openings, accounted for $2.3 million of the decrease in net sales. The remaining
decrease in net sales was attributable to a 2.7% decrease in comparable-store
sales.

      Cost of sales, as a percentage of net sales, remained relatively constant,
increasing only by 0.3%, from 29.8% for the three months ended October 31, 2000,
to 30.1% for the three months ended October 31, 2001.

      Selling, general and administrative expenses ("SG&A"), as a percentage of
net sales, increased by 4.5% from 63.2% for the three months ended October 31,
2000 to 67.7% for the three months ended October 31, 2001 due to lower sales
volume. SG&A expenses decreased $479,000 from $23.6 million for the three months
ended October 31, 2000 to $23.2 million for the three months ended October 31,
2001. The reduction in SG&A expenses was principally due to lower rent expenses
based on our lower sales volume and a decrease in operating expenses from the
closing of unproductive stores. As of February 1, 2001, the Company completed
the development stage of its point of sale system. Prior to that date, the
Company capitalized all costs (including interest and salaries) incurred in
connection with the development of the point of sale system. During the three
months ended October 31, 2001, no costs were capitalized related to the point of
sale system. Excluding the impact of those additional expenses, as well


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

as expenses incurred in connection with the proposed merger of the Company with
the NOROB Group, Inc., SG&A expenses for the three months ended October 31, 2001
would have decreased $789,000, compared to the same period last year. The
Company announced on November 26, 2001, that the proposed merger with the NOROB
Group had been terminated.

      Interest expense increased $133,000 from $91,000 for the three months
ended October 31, 2000 to $224,000 for the three months ended October 31, 2001.
The increase in interest expense is primarily due to the effect of capitalizing
interest expense incurred in connection with the development of the point of
sale system during the three months ended October 31, 2000. During the three
months ended October 31, 2001, no interest was capitalized. The increase in
interest expense was partially offset by the impact of a lower outstanding
balance and a lower rate of interest on the Company's revolving line of credit.

      As a result of the events of September 11, 2001 and the slowdown in the
economy, management has taken a number of actions to reduce costs and improve
profitability. Such actions include price increases, closing unprofitable
stores, staff reductions, pay freezes, unpaid leaves, department consolidations,
and reductions in travel and advertising. Due to the timing of these actions,
the benefits are not expected to begin to be realized until the first quarter of
fiscal 2002.

NINE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO NINE MONTHS ENDED OCTOBER 31,
2000

      Net sales decreased $11.6 million, or 10.0%, from $116.1 million for the
nine months ended October 31, 2000 to $104.5 million for the nine months ended
October 31, 2001. The closure of 110 unproductive stores, net of 44 new store
openings, accounted for $7.5 million of the decrease in net sales. The remaining
decrease in net sales was attributable to a 3.1% decrease in comparable-store
sales.

      Cost of sales, as a percentage of net sales, decreased by 0.2% from 30.3%
for the nine months ended October 31, 2000 to 30.1% for the nine months ended
October 31, 2001. Lower labor costs due to the closure of our frame
manufacturing facility in July 2000, partially offset by a decrease in the
average selling price of our retail optical products, led to the increase in the
gross profit percentage.

      SG&A as a percentage of net sales, increased by 2.7%, from 62.1% for the
nine months ended October 31, 2000 to 64.8% for the nine months ended October
31, 2001 due to lower sales volume. SG&A expenses decreased $4.3 million from
$72.0 million for the nine months ended October 31, 2000 to $67.8 million for
the nine months ended October 31, 2001. The reduction in SG&A expense was
principally due to lower rent expenses based on the lower sales volume and an
overall decrease in operating expenses from the closing of unproductive stores.
As of February 1, 2001, the Company completed the development stage of its point
of sale system. Prior to that date, the Company capitalized all costs (including
interest and salaries) incurred in connection with the development of the point
of sale system. During the nine months ended October 31, 2001, no costs were
capitalized related to the point of sale system. Excluding the impact of those
additional expenses, as well as expenses incurred in connection with the
proposed merger of the Company with the NOROB Group, Inc., SG&A expenses for the
nine months ended October 31, 2001 would have decreased $5.2 million compared to
the same period last year.

      Interest expense increased $462,000 from $338,000 for the nine months
ended October 31, 2000 to $800,000 for the nine months ended October 31, 2001.
The increase in interest expense is primarily due


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

to the effect of capitalizing interest expense incurred in connection with the
development of the point of sale system during the nine months ended October 31,
2000. During the nine months ended October 31, 2001, no interest was
capitalized. The increase in interest expense was partially offset by the impact
of a lower outstanding balance and a lower rate of interest on the Company's
revolving line of credit.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary source of cash for the first nine months of fiscal
2001 was from operations. Cash and working capital at October 31, 2001 were
$537,000 and $21.0 million, respectively, compared to $240,000 and $20.5
million, respectively, at January 31, 2001.

      For the nine months ended October 31, 2001, cash provided by operating
activities was $3.7 million compared to $7.5 million for the nine months ended
October 31, 2000. The $3.8 million decrease resulted principally from a decrease
in net income.

      Cash used in investing activities in the first nine months of fiscal 2001
was $1.1 million compared to $5.0 million in the first nine months of fiscal
2000. Capital expenditures during the first nine months of fiscal 2001 of $2.5
million were primarily for new store openings and the initial roll-out of a new
point of sale system in selected U. S. Vision 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 4.70% as of October 31, 2001, and matures in
December 2002. As of October 31, 2001, the Company had $10.9 million outstanding
under its revolving line of credit and $9.1 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 October 31, 2001, the Company was
in compliance with all the financial covenants.

      The Company has commitments from Commerce Bank, N.A., for a $2,000,000
five-year equipment lease financing facility. During fiscal 2000 and 1999, the
Company executed the agreement and leased approximately $382,000 and $922,000,
respectively of laboratory equipment and furniture and fixtures, which will be
paid for over a period of 60 months. The leased laboratory equipment and
furniture and fixtures have been recorded as a capital lease on the consolidated
balance sheet.

PENDING ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board (FASB) approved the
issuance of Statements of Financial Accounting Standards No. 141, "Business
Combinations" (Statement 141), and No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). These Statements change the accounting for business
combinations, goodwill, and intangible assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives.

      The Company is required to adopt the new rules effective February 1, 2002,
except that the new rules are effective for any business combination that is
completed after June 30, 2001. The Company has


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

not yet determined what the effect of these statements will be on the earnings
and financial position of the Company.

      In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (Statement 144), which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations" for a
disposal of a segment of a business. Statement 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged. The
Company has not determined the effect, if any, the adoption of Statement 144
will have on the Company's financial position and results of 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 "should", "expect", "hope" ,
"plans", "projected", "believes", "forward-looking" (or variants of those words
and phrases) or similar language indicating the expression of an opinion or view
concerning the future.

      These forward-looking statements are subject to risks and uncertainties
based on a number of factors and actual results or events may differ materially
from those anticipated by such forward-looking statements. These factors
include, but are not limited to: the Company's ability to maintain its
relationship with its host stores such as J.C. Penney and Sears, as well as with
Cole National Corporation, a competitor of the Company and the owner of the
Vision One managed vision care plan in which the Company participates; the
growth rate of the Company's revenue and market share; the Company's ability to
effectively manage its business functions while growing the Company's business
in a rapidly changing environment; and the quality of the Company's plans and
strategies, and the ability of the Company to execute such plans and strategies.

      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 to generally 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

      Our earnings are affected by changes in interest rates due to the impact
those changes have on the interest expense payable by us under our revolving
line of credit, the outstanding balance of which was $10.9 million as of October
31, 2001. 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 a $109,000 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 October 31, 2001.

      We currently do not hold any derivative instruments and do 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.

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>
            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**         Stockholders' 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

            ----------------

            *     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.
</TABLE>

      B.    REPORTS ON FORM 8-K

            On November 29, 2001, U. S. Vision furnished information under Item
            5 of Form 8-K regarding its earnings for the third quarter ended
            October 31, 2001, and the termination by the Norcross Roberts Group
            of the previously announced merger agreement pursuant to which the
            Norcross Roberts Group would have acquired U. S. Vision at a price
            of $4.25 per share.


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<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)


December 11, 2001               /s/Carmen J. Nepa, III
                                ------------------------------------------------
                                Carmen J. Nepa, III Chief Financial Officer
                                (Principal Financial and Accounting Officer)


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