UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 15, 2005

NATIONAL VISION, INC.

(Exact name of registrant as specified in its charter)

Commission File No: 001-16635

296 Grayson Highway

Lawrenceville, Georgia 30045

(770) 822-3600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 15, 2005, the Company issued a press release, attached as Exhibit 99.1 hereto, regarding its results of operations for the second quarter of fiscal 2005.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

Exhibit 99.1 – Press Release dated August 15, 2005, titled NATIONAL VISION REPORTS SECOND QUARTER OPERATING RESULTS.

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.

2

Exhibit Index

3

Exhibit 99.1

NEWS RELEASE

CONTACT:

Paul A. Criscillis, Jr.

Senior Vice President and CFO

770-822-4262

FOR IMMEDIATE RELEASE

NATIONAL VISION REPORTS SECOND QUARTER OPERATING RESULTS

Lawrenceville, Georgia, August 15, 2005 — National Vision, Inc. (AMEX:NVI) today announced operating results for its fiscal second quarter and the year-to-date period ended July 2, 2005.

Total net revenue from continuing operations for the second quarter of 2005 was $58.7 million, a 4% increase from total net revenue of $56.3 million in last year’s second quarter.  The quarter’s comparable store sales growth was +3%.

Current year second quarter net income was $864,000 versus net income of $4.8 million in the 2004 second quarter.  Two matters significantly affected the year-over-year comparisons.  The 2005 second quarter results include pre-tax gains of $17,000 from the Company’s repurchases of its 12% Senior Subordinated Notes whereas pre-tax gains of $2.9 million from such repurchases were included in the second quarter of 2004.  Further, the effective income tax rate that was applied to pre-tax earnings for the 2005 quarter was 50% whereas the comparable rate applied to 2004 pre-tax earnings was 4.65%.  The higher effective income tax rate in the current year period is the result of accruals for deferred income taxes and does not represent an increase in the Company’s expected cash payments for income taxes, which are expected to approximate 4% of 2005 full year taxable income.  Diluted earnings per share were $0.15 in the current year second quarter versus $0.86 in the prior year period.

For the six-month year-to-date period, total net revenue from continuing operations of $118.8 million was 4% higher than the prior year’s net revenue from continuing operations of $113.9 million.  The year-over-year comparable store sales increase was +3%.  Net income for the first half of 2005 was $3.7 million versus net income of $7.9 million during the first six months of 2004.  Fully diluted earnings per share were $0.66 in the first six months of the current year versus $1.42 in the first half of 2004.

On July 28, 2005, Berkshire Partners commenced a cash tender offer to acquire all outstanding shares of National Vision common stock at a price of $7.25 per share.  The tender offer is still in process and will remain open until midnight on August 31, 2005.  Accordingly, the Company has not scheduled an investor relations conference call to discuss its second quarter operating results.

National Vision, Inc. is a retail optical company that operates vision centers primarily within host environments in the United States and Mexico. Its vision centers sell a wide range of optical products including eyeglasses, contact lenses and sunglasses. As of the end of the most recent fiscal quarter on July 2, 2005, the Company operated 412 vision centers, including 290 located inside domestic Wal-Mart stores.  National Vision depends on its domestic Wal-Mart locations for substantially all of its revenues and cash flow.  Investments in the debt and equity securities of National Vision, Inc. are subject to substantial risks as described in the Company’s public filings with the Securities and Exchange Commission.

NATIONAL VISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share information)

(Unaudited)

NATIONAL VISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

July 2, 2005 and January 1, 2005

(In thousands)