The description of the Common Stock contained under the heading "Common Stock" in the Registrant’s registration statement on Form 8-A, filed under Section 12(g) of the Securities Exchange Act of 1934, as amended, filed on March 25, 1992, including all amendments or reports filed for the purpose of updating such description are hereby incorporated by reference.

The description of the Common Stock Purchase Rights contained in the Registrant’s registration statement on Form 8-A, filed under Section 12(g) of the Securities Exchange Act of 1934, as amended, Commission File Number 000-20001 filed on January 17, 1997, including all amendments or reports filed for the purpose of updating such description are hereby incorporated by reference.

 

              AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                    OF
                     NATIONAL VISION ASSOCIATES, LTD.

                                  I.

     The name of the Corporation is National Vision Associates,Ltd.

                                 II.

     The Corporation shall have authority to issue 100 million
shares of common stock, $0.01 par value per share (the "Common
Stock"), and 5 million shares of preferred stock, $1.00 par value
per share (the "Preferred Stock").

     Subject to the provisions of any applicable law or of the
By-Laws of the Corporation (as from time to time amended) with
respect to fixing the record date for the determination of
shareholders entitled to vote, and except as otherwise provided
by any applicable law or by the resolution or resolutions of the
Board of Directors providing for the issue of any series of
Preferred Stock, the holders of the Common Stock shall have and
possess exclusive voting power and rights for the election of
directors and for all other purposes, with each share being
entitled to one vote.

     The Board of Directors is hereby expressly authorized to
issue, at any time and from time to time, shares of Preferred
Stock in one or more series.  The number of shares within any
such series shall be designated by the Board of Directors in one
or more resolutions, and the shares of each series so designated
shall have such preferences with respect to the Common Stock and
other series of Preferred Stock, and such other rights,
restrictions or limitations with respect to voting, dividends,
conversion, exchange, redemption and any other matters, as may be
set forth in one or more resolutions adopted by the Board of
Directors.  If and to the extent required by law, Articles of
Amendment setting forth any such designation, preferences,
rights, restrictions or limitations shall be filed with the
Georgia Secretary of State prior to the issuance of any shares of
such series.

     The authority of the Board of Directors with respect to the
establishment of each series of Preferred Stock shall include,
without limiting the generality of the foregoing, determination
of the following matters which may vary between series:

     (a)  The number of shares constituting that series and the
distinctive designation of that series;

     (b)  The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payments
of dividends on shares of that series;

     (c)  Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights;

     (d)  Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion,
including provisions for adjustment of the conversion rate in
such events as the Board of Directors shall determine;

     (e)  Whether the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions;

     (f)  Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;

     (g)  The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding-up
of the corporation, and the relative rights of priority, if any,
of payment of shares of that series; and

     (h)  Any other relative preferences, rights, restrictions or
limitations of that series, including but not limited to any
obligations of the Corporation to repurchase shares of that
series upon specified events.

                           III.

     In addition to any other vote provided for by law, by these
Articles of the By-Laws of the Corporation or by the Board of
Directors, the affirmative vote of at least two-thirds of the
votes cast by the holders of shares of Common Stock at any
meeting of shareholders shall be required to approve any matter,
other than the election of directors, which is expressly required
to be submitted to the holders of the shares of Common Stock for
approval pursuant to the provisions of the Georgia Business
Corporation Code.
                           IV.

     No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for
breach of his duty of care or other duty as a director, provided
that this provision shall eliminate or limit the liability of a
director only to the extent permitted from time to time by the
Georgia Business Corporation Code or any successor law or laws.

                            V.

     In discharging the duties of their respective positions and
in determining what is believed to be in the best interests of
the Corporation, the Board of Directors, committees of the Board
of Directors and individual directors, in addition to considering
the effects of any action on the Corporation or the shareholders,
may consider the interests of the employees, customers,
suppliers, and creditors of the Corporation and its subsidiaries,
the communities in which offices or other establishments of the
Corporation and it subsidiaries are located, and all other
factors the directors consider pertinent.

                            VI.

     The mailing address of the principal office of the
Corporation shall be 100 Galleria Parkway, Suite 1875, Atlanta,
Georgia 30339.

     IN WITNESS WHEREOF, the Corporation has caused these Amended
and Restated Articles of Incorporation to be executed by its duly
authorized officer on the 8th day of April, 1992.

                       NATIONAL VISION ASSOCIATES, LTD.
                       /s/ G. Daniel Siewert
                       G. Daniel Siewert, III
                       President



                       ARTICLES OF AMENDMENT
                    TO THE AMENDED AND RESTATED
                     ARTICLES OF INCORPORATION
                                  OF
                   NATIONAL VISION ASSOCIATES, LTD.


                                 1.

          The name of the Corporation is National Vision Associates, Ltd.

                                 2.

          The Articles of Incorporation are amended by the addition of a
new Article VII as follows:

                                 VII.

          Section 1.  Designation and Number of Shares.  The
shares of such series shall be designated as "Series A
Participating Cumulative Preferred Stock" (the "Series A
Preferred Stock"), and the number of shares constituting such
series shall be 500,000.  Such number of shares of the Series A
Preferred Stock may be increased or decreased by resolution of
the Board of Directors; provided, however, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the
number of shares issuable upon exercise or conversion of
outstanding rights, options or other securities issued by the
Corporation.

          Section 2.  Dividends and Distributions.

          (A)  Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Preferred Stock with
respect to dividends, if any, the holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable on the last day of
March, June, September and December of each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of any share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 and (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount (payable in kind) of all cash
dividends or other distributions and 100 times the aggregate per
share amount of all non-cash dividends or other distributions
(other than (i) a dividend payable in shares of Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock") or
(ii) a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock.  If the Corporation shall at any time
after January 27, 1997 (the "Rights Declaration Date") declare or
pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or



otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
Section 2(A) immediately after it declares a dividend or
distribution on the Common Stock (other than as described in
clauses (i) and (ii) of the first sentence of Section 2(A));
provided, however, that if no dividend or distribution shall have
been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of
any share or fraction of a share of Series A Preferred Stock and
such first Quarterly Dividend Payment Date), a dividend of $1.00
per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is on or before the record date for the
first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date
of issue of such shares, or unless the date of issue is a date
after the record date for the determination of holders of shares
of Series A Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment Date,
in which case dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid
dividends shall not bear interest.  Dividends paid on shares of
Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date
shall not be more than 60 days prior to the date fixed for the payment
thereof.

          Section 3. Voting Rights.  In addition to any other
voting rights required by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of shareholders of the Corporation.  If the
Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by

                              -2-



reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the number of
votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.

          (B)  Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as a single class on
all matters submitted to a vote of shareholders of the Corporation.

          (C)  (i) If at any time dividends on any Series A
Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon (whether or not consecutive), the
occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment.  During each default period, all holders of Series A
Preferred Stock and any other series of Preferred Stock then
entitled as a class to elect directors, voting together as a
single class, irrespective of series, shall have the right to elect
one Director.

          (ii) During any default period, such voting right of
the holders of Series A Preferred Stock may be exercised
initially at a special meeting called pursuant to Section
3(C)(iii) or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders; provided, however,
that neither such voting right nor the right of the holders of
any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be
exercised unless the holders of 10% in number of shares of
Preferred Stock outstanding shall be present in person or by
proxy.  The absence of a quorum of holders of Common Stock shall
not affect the exercise by holders of Preferred Stock of such
voting right.  At any meeting at which holders of Preferred Stock
shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to
elect Directors to fill such vacancy, if any, in the Board of
Directors as may then exist up to one Director or, if such right
is exercised at an annual meeting, to elect one Director.  If the
number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock
shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of
the required number.  After the holders of the Preferred Stock
shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by
vote of the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to
or pari passu with the Series A Preferred Stock.

                              -3-



          (iii)     Notwithstanding anything to the contrary
contained in the Corporation's Articles of Incorporation or
Bylaws, unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any
shareholder(s) owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of
a special meeting of holders of Preferred Stock, which meeting
shall thereupon be called by the President, a Vice President or
the Secretary of the Corporation.  Notice of such meeting and of
any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this Section 3(C)(iii) shall be
given to each holder of record of Preferred Stock by mailing a
copy of such notice to him at his last address as the same
appears on the books of the Corporation.  Such meeting shall be
called for a time not earlier than 20 days and not later than 60
days after such order or request or, in default of the calling of
such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder(s)
owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding,
irrespective of series.  Notwithstanding the provisions of this
Section 3(C)(iii), no such special meeting shall be called during
the period within 60 days immediately preceding the date fixed
for the next annual meeting of shareholders.

          (iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall
have exercised their right to elect one Director voting as a
class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in
Section 3(C)(ii)) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have
become vacant.  References in this Section 3(C) to Directors
elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.

          (v)  Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a
class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or
Bylaws irrespective of any increase made pursuant to the
provisions of Section 3(C)(ii) (such number being subject,
however, to change thereafter in any manner provided by law or in
the Articles of Incorporation or Bylaws).  Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and
(z) in the preceding sentence may be filled by a majority of the
remaining Directors.

          (D)  Except as otherwise provided herein, holders of
Series A Preferred Stock shall have no special voting rights, and

                              -4-



their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
outstanding shares of Series A Preferred Stock shall have been
paid in full, the Corporation shall not:

          (i)   declare or pay dividends on, or make any other
     distributions on, any shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock;

          (ii) declare or pay dividends on, or make any other
     distributions on, any shares of stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such other parity stock on which dividends are payable
     or in arrears in proportion to the total amounts to which
     the holders of all such shares are then entitled;

          (iii)     redeem, purchase or otherwise acquire for
     value any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to
     the Series A Preferred Stock; provided, however, that the
     Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such junior stock in exchange for
     shares of stock of the Corporation ranking junior (as to
     dividends and upon dissolution, liquidation or winding up)
     to the Series A Preferred Stock; or

          (iv) redeem, purchase or otherwise acquire for value
     any shares of Series A Preferred Stock, or any shares of
     stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A
     Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the
     Board of Directors) to all holders of Series A Preferred
     Stock and all such other parity stock upon such terms as the
     Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and
     preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable
     treatment among the respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for value any
shares of stock of the Corporation unless the Corporation could,
under Section 4(A), purchase or otherwise acquire such shares at
such time and in such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock redeemed, purchased or otherwise acquired by the

                              -5-



Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued
shares of Preferred Stock without designation as to series and
may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors as
permitted by the Articles of Incorporation or as otherwise
permitted under Georgia law.

          Section 6.  Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment;
provided, however, that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount
per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series
A Preferred Stock and all such other parity stock in proportion
to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  If
the Corporation shall at any time after the Rights Declaration
Date pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1)
of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

          Section 7.  Consolidation or Merger.  If the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the
shares of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities,
cash or any other property, as the case may be, into which or for
which each share of Common Stock is exchanged or changed.  If the
Corporation shall at any time after the Rights Declaration Date
pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of

                              -6-



shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

          Section 8.  No Redemption.  The Series A Preferred
Stock shall not be redeemable.

          Section 9.  Rank.  The Series A Preferred Stock shall
rank junior (as to dividends and upon liquidation, dissolution
and winding up) to all other series of the Corporation's
preferred stock, except any series that specifically provides
that such series shall rank junior to the Series A Preferred Stock.

          Section 10.  Fractional Shares.  Series A Preferred
Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

          Section 11.  Amendment. The Articles of Incorporation
of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or
special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Preferred
Stock, voting separately as a class.

                             3.

          This amendment was duly adopted by the Board of
Directors of the Corporation on January 17, 1997, and in
accordance with the Code and the Corporation's Amended and
Restated Articles of Incorporation, no action of the
Corporation's shareholders was required.

          IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed by its duly authorized
officer this 17th day of January, 1997.

                              NATIONAL VISION ASSOCIATES, LTD.
                              By: /s/ James W. Krause
                              James W. Krause, President


                              -7-



                        ARTICLES OF AMENDMENT TO THE
                        AMENDED AND RESTATED ARTICLES
                             OF INCORPORATION OF
                      NATIONAL VISION ASSOCIATES, LTD.


                                     I.

     The name of the Corporation is National Vision Associates, Ltd.

                                     II.

     Article I of the Amended and Restated Articles of Incorporation is
amended to read as follows:

          The name of the Corporation is Vista Eyecare, Inc.

                                    III.

     The changes in the Amended and Restated Articles of Incorporation shall
be effective upon the filing of these Articles of Amendment with the Georgia
Secretary of State.

                                     IV.

     This amendment was duly approved by the Board of Directors of the
Corporation on October 20, 1998, without necessitating approval by the
shareholders of the Corporation, as authorized under Section 14-2-1002 of
the Georgia Business Corporation Code, in accordance with (a) the Amended
and Restated Articles of Incorporation as they existed prior to these
Articles of Amendment, and (b) the bylaws of the Corporation.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officer on
December 31, 1998.



               NATIONAL VISION ASSOCIATES, LTD.



               By: /s/ James W. Krause
                  James W. Krause, Chairman of the Board




                          ARTICLES OF AMENDMENT TO THE
                      AMENDED ARTICLES OF INCORPORATION OF
                               VISTA EYECARE, INC.

                                       I.

         The name of the Corporation is Vista Eyecare, Inc.

                                       II.

         Article I of the Amended Articles of Incorporation is amended to read
as follows:

                  The name of the Corporation is National Vision, Inc.

                                      III.

         The changes in the Amended Articles of Incorporation shall be effective
upon the filing of these Articles of Amendment with the Georgia Secretary of
State.

                                       IV.

         This amendment was duly approved by the Board of Directors of the
Corporation on May 14, 2001, without necessitating approval by the shareholders
of the Corporation, as authorized under Section 14-2-1002 of the Georgia
Business Corporation Code, in accordance with (a) the Amended Articles of
Incorporation as they existed prior to these Articles of Amendment, and (b) the
bylaws of the Corporation.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officer on May 17,
2001.


                                  VISTA EYECARE, INC.


                                  By:  /s/ Mitchell Goodman
                                     -----------------------------------------
                                       Mitchell Goodman, Senior Vice President


                          ARTICLES OF AMENDMENT TO THE
                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                              NATIONAL VISION, INC.

                                       1.

         The name of the corporation is National Vision, Inc. (formerly known as
Vista Eyecare, Inc. and hereinafter referred to as the "Corporation").

         2.  The  Amended  and  Restated   Articles  of   Incorporation  of  the
Corporation  are hereby  amended to decrease the number of authorized  shares of
the Corporation's Common Stock by deleting the number "100 million" in the first
paragraph of Article II and replacing it with the number "10 million."

                                       3.

         The amendment was duly approved by that certain Order  Confirming First
Amended Joint Plan of  Reorganization  Under Chapter 11, Title 11, United States
Code Filed by Vista  Eyecare,  Inc. and certain of its Debtor  Subsidiaries  and
First  Amended Joint Plan of  Reorganization  under Chapter 11, Title 11, United
States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West
Eyeworks, Inc.; and certain of their Debtor Subsidiaries dated May 18, 2001, and
issued  by the  United  States  Bankruptcy  Court of the  Northern  District  of
Georgia, Atlanta Division (the "Confirmation Order").

                                       4.

         The  Confirmation  Order was entered in  connection  with the voluntary
Chapter  11  Petitions  filed  by the  Corporation  and  certain  of its  debtor
subsidiaries  with the United States  Bankruptcy Court for the Northern District
of Georgia, Atlanta Division on April 5, 2000.

                                       5.

         The United States Bankruptcy Court of the Northern District of Georgia,
Atlanta  Division  has  jurisdiction  of  the  Chapter  11  proceedings  of  the
Corporation and certain of its debtor  subsidiaries  under Chapter 11, Title 11,
United States Code.

         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment  to be  executed  by its duly  authorized  officer,  this 6th day of
June, 2001.

                                          NATIONAL VISION, INC.


                                          By   /s/ Mitchell Goodman
                                            -------------------------------
                                              Mitchell Goodman, Secretary

COUNTERSIGNED AND REGISTERED:
          FIRST UNION NATIONAL BANK
                    (CHARLOTTE, NC)
                              TRANSFER AGENT AND REGISTRAR

The following abbreviations, when used in the Inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations:

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

                                                                                                                                                               Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated