SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

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                                                    Only (as permitted by Rule 14a-6(e)(2))
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                             National Vision, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                          (NATIONAL VISION INC. LOGO)

                             NATIONAL VISION, INC.
                              296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                                 (770) 822-3600

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 23, 2002

To the Shareholders:

     The Annual Meeting of Shareholders of National Vision, Inc., a Georgia
corporation, will be held at the offices of the Company located at 296 Grayson
Highway, Lawrenceville, Georgia, on May 23, 2002, at 11:00 a.m.

     We are holding this meeting for the following purposes:

          1. To elect a Board of five Directors to serve until the 2003 Annual
     Meeting of Shareholders.

          2. To transact such other business as may properly come before the
     meeting or any adjournments of the meeting.

     The Board of Directors has set March 22, 2002 as the record date for this
meeting. Accordingly, shareholders as of the close of business on that date are
entitled to:

     - receive this notice of meeting and accompanying materials

     - vote at the meeting and any adjournments of the meeting.

     A proxy statement and a proxy solicited by the Board of Directors are
enclosed, along with our annual report. Please sign, date, and return the proxy
promptly in the enclosed business reply envelope. If you attend the meeting, you
may, if you wish, withdraw your proxy and vote in person.

                                          By order of the Board of Directors,

                                          MITCHELL GOODMAN
                                          Secretary

Lawrenceville, Georgia
April 24, 2002

                    PLEASE COMPLETE AND RETURN THE ENCLOSED
                 PROMPTLY SO THAT YOUR VOTE MAY BE RECORDED AT
                  THE MEETING IF YOU DO NOT ATTEND PERSONALLY.

                             NATIONAL VISION, INC.

                                PROXY STATEMENT

GENERAL

     The Board of Directors (the "Board") of National Vision, Inc., a Georgia
corporation (the "Company"), is soliciting the enclosed proxy for use at the
2002 Annual Meeting of Shareholders (the "Meeting") to be held on May 23, 2002.
Only shareholders of record at the close of business on March 22, 2002, will be
entitled to vote at the Meeting. On April 5, 2002, the Company had issued and
outstanding 5,000,000 shares of Common Stock ("Common Stock").

     The Company completed its restructuring under Chapter 11 on June 1, 2001.
Pursuant to the plan of reorganization approved by the bankruptcy court, all
existing equity interests in the Company were cancelled and new common stock was
issued to our creditors. In addition, under the plan of reorganization,
approximately 700,000 shares of common stock have been deposited in a disputed
claim reserve. These shares will be distributed to creditors as and when
disputed claims are resolved, and will not be voted at the Meeting.

     The Company's principal executive offices are located at 296 Grayson
Highway, Lawrenceville, Georgia 30045. The approximate date on which this proxy
statement and the accompanying proxy are being first sent to shareholders is
April 24, 2002.

VOTING

     Each of the 5,000,000 shares of Common Stock outstanding as of the record
date entitles the holder to notice of, and vote on, each matter to be presented
at the Meeting or any adjournments thereof. Each share is entitled to one vote.
Directors are elected by a plurality of the votes cast by the shares entitled to
vote. An automated system administered by the Company's transfer agent tabulates
the votes.

     Abstentions and "broker non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be treated as present for purposes of determining the presence of a
quorum, but will otherwise have no effect on the election of directors. For
purposes of determining approval of a matter presented at the Meeting other than
the election of directors, abstentions will be deemed present and entitled to
vote and will, therefore, have the same legal effect as a vote "against" a
matter presented at the Meeting. Broker non-votes will be deemed not entitled to
vote on the subject matter as to which the non-vote is indicated and will,
therefore, have no legal effect on the vote on that particular matter.

REVOCABILITY OF PROXIES

     The proxy accompanying this proxy statement is revocable. It may be revoked
by filing with the Secretary of the Company an instrument of revocation or by
the presentation at the Meeting of a duly executed proxy bearing a later date.
It may also be revoked by attendance at the Meeting and election to vote in
person. The proxy may not be revoked after it has been exercised.

SOLICITATION

     The Company will bear the entire cost of preparing, assembling, printing
and mailing this proxy statement, the accompanying proxy and any additional
material which may be furnished to shareholders by the Company. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of stock held in their name. We will
solicit proxies through the mail and through direct communication with certain
shareholders or their representatives by officers, directors and employees of
the Company, who will receive no additional compensation therefor.

                 INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

COMPENSATION OF DIRECTORS

     Non-employee directors of the Company receive an annual retainer of $45,000
and also receive medical and dental benefits. Non-employee directors are also
eligible to participate in the Restated Non-Employee Director Stock Option Plan.
Under this stock option plan, the four non-employee directors (Messrs. B. Robert
Floum, Myrel A. Neumann, Jeffrey A. Snow, and Peter T. Socha) were each granted
an option to purchase 15,000 shares of Common Stock and are entitled to
automatic grants of additional options to purchase 10,000 shares upon the date
of the Meeting and each subsequent annual meeting of shareholders. All option
grants are at exercise prices no less than the "fair market value" of a share of
Common Stock on the date of grant. All options vest 50 percent on the second
anniversary of the grant date and 25 percent on each of the third and fourth
anniversaries of the grant date, or 100 percent upon the death of the director.

                            COMMITTEES OF THE BOARD

     The Board has four committees: the Audit Committee; the Compensation
Committee; the Nominating Committee; and the Executive Committee. The members of
each of these Committees are listed below, along with the number of meetings of
each Committee in 2001:

AUDIT                   COMPENSATION            NOMINATING       EXECUTIVE
- -----                   ------------            ----------       ---------
                                                        
Jeffrey A. Snow, Chair  B. Robert Floum, Chair  B. Robert Floum  Peter T. Socha, Chair
B. Robert Floum         Myrel A. Neumann        Peter T. Socha   B. Robert Floum
Peter T. Socha          Jeffrey A. Snow                          Myrel A. Neumann
                        Peter A. Socha                           Jeffrey A. Snow
Three meetings          Four meetings           No meetings      One meeting

AUDIT COMMITTEE

     The duties and responsibilities of the Audit Committee include the
following:

     - Monitoring the Company's financial reporting process

     - Reviewing the independence and performance of the independent auditors
       and the internal accounting department

     - Selecting and evaluating the independent auditors

     The report of the Audit Committee begins on Page 14. A copy of the charter
of the Audit Committee is included in the Appendix to this proxy statement.

     The listing standards of the American Stock Exchange require that the
members of the Audit Committee be independent unless the Board of Directors
determines that it is in the best interest of the Company to have one
non-independent member of the Audit Committee. Each of Mr. Snow and Mr. Floum is
independent within the meaning of the listing standards of the American Stock
Exchange. Because Mr. Socha was an employee of the Company prior to June 2001,
he is not considered independent under these listing standards. The Board
determined to appoint Mr. Socha to the Audit Committee because of his financial
and business expertise, and the Board believes his membership is in the best
interest of the Company and its shareholders.

COMPENSATION COMMITTEE

     The duties and responsibilities of the Compensation Committee include the
following:

     - Establishing salaries, bonuses, and the other compensation for the
       Company's officers

     - Making awards under the Company's Restated Stock Option and Incentive
       Award Plan

                                        2

     The report of the Compensation Committee begins on Page 10.

NOMINATING COMMITTEE

     The Nominating Committee is responsible for recommending and nominating
individuals for election or re-election as directors. The Nominating Committee
will consider recommendations for nominees for directorships submitted by
shareholders.

EXECUTIVE COMMITTEE

     The Executive Committee is authorized to consider any matter that could be
brought before a meeting of the Board, subject to applicable restrictions in the
Georgia Business Corporation Code.

                             MEETINGS OF THE BOARD

     During 2001, there were eight meetings of the Board. All directors attended
at least 75% of all meetings of the Board and all committees of the Board of
which they were members.

                             ELECTION OF DIRECTORS
                                  (PROPOSAL 1)

     The directors of the Company are elected annually to serve until the next
annual meeting of shareholders and until their respective successors are
elected. The authorized number of directors of the Company is presently fixed at
five. All the nominees, except Dr. Nelson, are currently directors.

     Each proxy executed and returned by a shareholder will be voted as
specified by the shareholder. If no specification is made, such proxy will be
voted for the election of the nominees named below to constitute the entire
Board. If any nominee withdraws or for any reason is not able to serve as a
director, the proxy will be voted for such other person as may be designated by
the Board as a substitute nominee, but in no event will the proxy be voted for
more than five nominees. The management of the Company has no reason to believe
that any nominee will not serve if elected.

     The Company's By-Laws contain an advance notice procedure for the
nomination of candidates for election to the Board. Notice of proposed
shareholder nominations for election of directors must be given to the Secretary
of the Company not less than 14 days nor more than 50 days prior to the meeting
at which directors are to be elected, unless the notice of meeting is given less
than 21 days prior to the meeting, in which case the notice of nomination must
be submitted not later than the 7th day following the day on which the notice of
meeting was mailed to shareholders. The notice of nomination must contain
information about each proposed nominee, including age, address, principal
occupation, financial standing, plans or ideas for managing the affairs of the
Company, the number of shares of stock of the Company beneficially owned by such
nominee and such other information as would be required to be disclosed under
the Securities Exchange Act of 1934 in connection with any acquisition of shares
by such nominee or with the solicitation of proxies by such nominee for his
election as a director. Information must also be disclosed by and about the
shareholder proposing to nominate that person. The chairman of a shareholder
meeting may refuse to acknowledge the nomination of any person who does not
comply with the foregoing procedure.

     The foregoing summary description of the By-Laws is not intended to be
complete and is qualified in its entirety by reference to the text of the
By-Laws.

                                        3

INFORMATION CONCERNING DIRECTORS

     The following information is provided, as of April 15, 2002, regarding
current directors and the nominees for election as directors:

NAME                                        AGE           POSITIONS WITH THE COMPANY
- ----                                        ---           --------------------------
                                            
James W. Krause...........................  57    Chairman of the Board and Chief Executive
                                                  Officer
B. Robert Floum...........................  67    Director
Marc Nelson...............................  41    Nominee only
Myrel Neumann.............................  62    Director
Jeffrey A. Snow...........................  50    Director
Peter T. Socha............................  42    Director

     Mr. Krause joined the Company in April 1994 as President and Chief
Executive Officer and a director. He was named Chairman of the Board in June
1995. From 1980 until joining the Company, he was President and General Manager
of the automotive and international divisions of Sherwin-Williams Company.

     Mr. Floum became a director in June 2001. From March 2000 through January
2001, he was acting Chief Operating Officer of Stage Stores. He served as Chief
Operating Officer of Jumbo Sports, a sporting goods company, from February 1998
through July 1999. From January 1997 through November 1997, he was a retail
consultant for Luria's, a catalogue company. He is currently a retail
consultant.

     Dr. Nelson is an optometrist licensed in New Jersey and Pennsylvania. Since
1992, he has been the president and sole shareholder of Nelson Eye Associates,
P.C., which operates ten optometric clinics in retail optical locations owned by
the Company.

     Dr. Neumann is an optometrist licensed in Minnesota. From 1971 until 1997,
he was president of Midwest Vision, Inc., a retail optical company purchased by
the Company in 1997. He was employed by the Company until April 2000. Dr.
Neumann is not a nominee, and his term as a director will expire at the Meeting.

     Mr. Snow became a director in June 2001. He was President of Hi Fi Buys,
Inc. from April 1982 through May 1997. He is currently Chairman of The Capital
Network, LLC, a consulting firm.

     Mr. Socha joined the Company in October 1999 as Senior Vice President,
Strategic Planning. He served as Senior Vice President, Strategic Planning and
Managed Care from February 2000 through June 2001. Prior to joining the Company,
Mr. Socha worked as a consultant and served as Executive Vice President of COHR,
Inc., from May 1998 to October 1998, and as Chief Credit Officer with Sirrom
Capital Corporation, from 1994 to 1997. He became a director in February 2000.
He is currently a restructuring consultant.

                                        4

EXECUTIVE OFFICERS

     The following table sets forth, as of April 15, 2002, certain information
regarding the executive officers of the Company:

NAME                                        AGE           POSITIONS WITH THE COMPANY
- ----                                        ---           --------------------------
                                            
James W. Krause...........................  57    Chairman of the Board and Chief Executive
                                                  Officer
L. Reade Fahs.............................  41    President and Chief Operating Officer
Eduardo Egusquiza.........................  49    Senior Vice President, Information
                                                  Technology
Mitchell Goodman..........................  48    Senior Vice President, General Counsel and
                                                  Secretary
Charles M. Johnson........................  52    Senior Vice President, Lens Manufacturing
                                                  and Distribution
Angus C. Morrison.........................  45    Senior Vice President, Chief Financial
                                                  Officer
Timothy W. Ranney.........................  49    Vice President, Corporate Controller
Robert W. Stein...........................  46    Senior Vice President, Human Resources

     For a description of the business experience of Mr. Krause, see
"Information Concerning Directors."

     Mr. Fahs joined the Company in April 2002. From October 1999 until joining
the Company, he served first as Chief Executive Officer, then as Executive
Director, of First Tuesday, a growth stage company based in the United Kingdom.
From 1997 until 1999, he served as a Managing Director of Vision Express, an
optical retail company also based in the United Kingdom. He served in various
senior management capacities with LensCrafters from 1986 to 1996.

     Mr. Egusquiza joined the Company in March 1998 as Senior Vice President,
Information Technology. From 1982 until joining the Company, he was employed by
Musicland Stores Corporation, Inc., where he served as Vice President of
Information Systems and Services.

     Mr. Goodman joined the Company as General Counsel and Secretary in
September 1992 and was named a Vice President in November 1993 and Senior Vice
President in May 1998.

     Mr. Johnson joined the Company in October 1997 as Senior Vice President,
Manufacturing and Distribution. From 1988 until joining the Company, he was
employed by the Sherwin-Williams Company, where he served as Vice President and
Director of Research and Development.

     Mr. Morrison joined the Company in February 1995 as Vice President,
Corporate Controller. He was appointed Senior Vice President, Chief Financial
Officer and Treasurer in March 1998. He served as treasurer until February 2000.

     Mr. Ranney joined the Company in September 1998 and was named Vice
President, Corporate Controller in October 1998. From 1991 until joining the
Company, he was employed by CVS Corporation, where he served as Store Controller
and then as Director of Financial Systems.

     Mr. Stein joined the Company as Director of Human Resources in May 1992. In
January 1993, he was appointed Vice President, Human Resources, and was
appointed Senior Vice President in February 1999.

                                        5

                       COMMON STOCK OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The Company is not aware of any person who, on April 15, 2002, was the
beneficial owner of five percent (5%) or more of outstanding shares of Common
Stock, except as set forth below.

                                                           AMOUNT AND NATURE OF   PERCENT
                                                           BENEFICIAL OWNERSHIP   OF CLASS
                                                           --------------------   --------
                                                                            
Zurich Scudder Investments Inc.(a).......................       1,264,817           25.3
U.S. Bancorp Investments Inc.(b).........................         688,654           13.8
FMR Corp.(c).............................................         264,733            5.3

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

(a) This information is derived solely from a Schedule 13D filed on October 11,
    2001. The address of this shareholder is Two International Place, Boston,
    Massachusetts 02110

(b) This information is derived solely from a Schedule 13G filed on September
    25, 2001. The address of this shareholder is 11766 Wilshire Boulevard, Suite
    870, Los Angeles, California 90025.

(c) This information is derived solely from a Schedule 13G filed on February 14,
    2002. The address of this shareholder is 82 Devonshire Street, Boston,
    Massachusetts 02109

     The following table sets forth information, as of April 15, 2002,
concerning beneficial ownership by all directors and nominees, by each of the
executive officers named in the Summary Compensation Table below, and by all
directors and executive officers as a group.

                                                                               PERCENT OF
                                                          NUMBER OF SHARES    OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                  BENEFICIALLY OWNED   COMMON STOCK
- ---------------------------------------                  ------------------   ------------
                                                                        
Jeffrey A. Snow........................................        27,600           *
Myrel A. Neumann.......................................         3,046           *
James W. Krause........................................           688           *
Charles M. Johnson.....................................           371           *
Angus C. Morrison......................................           334           *
Robert W. Stein........................................           164           *
L. Reade Fahs..........................................             0           *
Mitchell Goodman.......................................           147           *
Eduardo A. Egusquiza...................................             0           *
B. Robert Floum........................................             0           *
Marc Nelson............................................             0           *
Timothy W. Ranney......................................             0           *
Peter T. Socha.........................................             0           *
All directors and executive officers as a group
  (twelve persons).....................................        32,350           *

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

 *  Represents less than one percent of the outstanding Common Stock.

(1) The address of the persons named is 296 Grayson Highway, Lawrenceville, GA
    30045.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than ten percent (10%) of Common Stock to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. The Company believes that, during 2001, its officers, directors
and holders of more than ten percent (10%) of Common Stock complied with all
Section 16(a) filing requirements,

                                        6

except as follows: a Form 5, relating to one transaction, was filed one day
late, for each of B. Robert Floum, James W. Krause, Myrel Neumann, Jeffrey Snow,
Peter T. Socha, Eduardo Egusquiza, Charles M. Johnson, Angus C. Morrison,
Timothy W. Ranney, and Robert Stein. Each of Zurich Scudder Investments, Inc.
and U.S. Bancorp Investments, Inc. filed a Form 3, relating to an initial
acquisition of Common Stock of the Company, on an untimely basis. In making
these statements, the Company has relied upon the written representations of its
directors and officers and upon copies of reports furnished to the Company.

                       COMPENSATION OF EXECUTIVE OFFICERS

     The following table discloses compensation received from the Company by the
Company's Chief Executive Officer, and the Company's four most highly
compensated officers other than the Chief Executive Officer (all such
individuals, collectively, the "named executive officers").

                           SUMMARY COMPENSATION TABLE

                                                                                      LONG TERM COMPENSATION
                                               ANNUAL COMPENSATION             ------------------------------------
                                      --------------------------------------     SECURITIES
                             FISCAL                           OTHER ANNUAL       UNDERLYING          ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR    SALARY($)   BONUS($)   COMPENSATION($)   OPTIONS/SARS(#)   COMPENSATION($)(3)
- ---------------------------  ------   ---------   --------   ---------------   ---------------   ------------------
                                                                               
James W. Krause..........     2001     375,000     100,000       217,000(1)         45,000             20,000(3)
  Chairman of                 2000     375,000          --       113,000(1)             --             20,000(3)
  the Board                   1999     375,000          --            --           340,000             20,000(3)
  and Chief
  Executive Officer
Eduardo Egusquiza........     2001     193,000      91,000       112,000(1)          9,000                 --
  Senior Vice President,      2000     188,000          --        58,000(1)             --                 --
  Information Services        1999     170,000          --       153,000(2)         12,000                 --
Mitchell Goodman.........     2001     177,000      71,000       102,000(1)          9,000                 --
  Senior Vice President,      2000     172,000          --        53,000(1)             --                 --
  General Counsel and         1999     149,000          --            --            26,272                 --
  Secretary
Charles M. Johnson.......     2001     222,000      73,000       128,000(1)          9,000                 --
  Senior Vice                 2000     218,000          --        67,000(1)             --                 --
  President,                  1999     204,000          --            --            12,000                 --
  Manufacturing and
  Distribution
Angus C. Morrison........     2001     184,000      66,000        98,000(1)          9,000                 --
  Senior Vice                 2000     170,000          --        51,000(1)             --                 --
  President, Chief            1999     175,000          --            --            12,000                 --
  Financial Officer
  and Treasurer

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

(1) Amounts payable pursuant to the Key Employee Retention Program approved
    during the Company's Chapter 11 Case.

(2) Relocation expenses.

(3) The Company has executed a "split dollar" insurance agreement with Mr.
    Krause. The annual premium (payable by the Company) is $20,000. The term
    life portion of this premium is $2,500; the non-term life portion is
    $17,500.

                                        7

                       OPTION GRANTS IN LAST FISCAL YEAR

     The following table provides information on option grants to the named
executive officers by the Company in 2001. In accordance with rules of the
Commission, there are shown the hypothetical gains or "option spreads" that
would exist for the respective options. These gains are based on assumed rates
of annual compound stock price appreciation of 5% and 10% from the date the
options were granted over the full option term.

                                                                                     POTENTIAL REALIZABLE
                                                                                       VALUE AT ASSUMED
                          NO. OF        % OF TOTAL                                   ANNUAL RATES OF STOCK
                        SECURITIES     OPTIONS/SARS                                   PRICE APPRECIATION
                        UNDERLYING      GRANTED TO                                  FOR OPTION TERMS($)(2)
                        OPTION/SARS    EMPLOYEES IN     EXERCISE OR    EXPIRATION   -----------------------
                          GRANTED     FISCAL YEAR(1)   BASE PRICE($)      DATE         5%            10%
                        -----------   --------------   -------------   ----------   --------       --------
                                                                                 
James W. Krause.......    45,000(3)        15.6            0.40         10/25/11     11,250         28,800
Eduardo A Egusquiza...     9,000(3)         3.1            0.40         10/25/11      2,250          5,760
Mitchell Goodman......     9,000(3)         3.1            0.40         10/25/11      2,250          5,760
Charles M. Johnson....     9,000(3)         3.1            0.40         10/25/11      2,250          5,760
Angus C. Morrison.....     9,000(3)         3.1            0.40         10/25/11      2,250          5,760

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

(1) The Company granted options covering 288,750 shares to employees in 2001.

(2) These amounts represent assumed rates of appreciation only. Actual gains, if
    any, on stock option exercises and holdings of Common Stock are dependent on
    the future performance of Common Stock and overall stock market conditions.
    There can be no assurance that the amounts reflected in this table will be
    achieved.

(3) Grant under the Company's Restated Stock Option and Incentive Award Plan.
    Option vests 100% on the seventh anniversary of grant date, subject to (a)
    continued employment and (b) accelerated vesting if the Company attains
    defined financial goals. Expiration date is 10th anniversary of grant date.

                         FISCAL YEAR END OPTION VALUES

     The following table provides information, as of April 15, 2002, regarding
the number and value of options held by the named executive officers.

                                            NO. OF SECURITIES UNDERLYING       VALUE OF UNEXERCISED
                                               UNEXERCISED OPTIONS AT          IN-THE-MONEY OPTIONS
                                                  FISCAL YEAR END              AT FISCAL YEAR END($)
                                           ------------------------------   ---------------------------
                                           EXERCISABLE   UNEXERCISABLE(1)   EXERCISABLE   UNEXERCISABLE
                                           -----------   ----------------   -----------   -------------
                                                                              
James W. Krause..........................       0             45,000             0           27,000
Eduardo Egusquiza........................       0              9,000             0            5,400
Mitchell Goodman.........................       0              9,000             0            5,400
Charles M. Johnson.......................       0              9,000             0            5,400
Angus C. Morrison........................       0              9,000             0            5,400

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

(1) Shares represented were not exercisable as of December 29, 2001, and future
    exercisability is subject to the executive's remaining employed by the
    Company for up to seven years from grant date of options.

                                        8

            LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

                                                                   ESTIMATED FUTURE PAYOUTS UNDER
                                NUMBER OF        PERFORMANCE OR    NON-STOCK PRICE-BASED PLANS(3)
                            SHARES, UNITS OR      OTHER PERIOD     -------------------------------
                              OTHER RIGHTS      UNTIL MATURATION   THRESHOLD    TARGET    MAXIMUM
NAME                             (#)(1)            OR PAYOUT          (#)         (#)       (#)
- ----                        -----------------   ----------------   ----------   -------   --------
                                                                           
James W. Krause...........         (1)                 (2)           7,500      30,000     60,000
Eduardo Egusquiza.........         (1)                 (2)           1,500       6,000     12,000
Mitchell Goodman..........         (1)                 (2)           1,500       6,000     12,000
Charles M. Johnson........         (1)                 (2)           1,500       6,000     12,000
Angus C. Morrison.........         (1)                 (2)           1,500       6,000     12,000

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

(1) In October 2001, the Compensation Committee approved awards of units of
    Performance Shares under the Restated Stock Option and Incentive Award Plan.
    The actual number of Performance Shares issued will depend on operating
    earnings of the Company (defined as earnings before interest, taxes,
    depreciation and amortization) over the performance periods, as reflected
    under "Estimated Future Payouts Under Non-Stock Price-Based Plans" in the
    chart above.

(2) There are three performance periods under the terms of the awards: fiscal
    2002, fiscal 2002-2003, and fiscal 2002-2004. At the end of each performance
    period, the Company will determine its operating earnings and will issue
    units of Performance Shares accordingly. Under the terms of the awards, a
    shortfall in operating earnings in an early fiscal period can be overcome by
    operating earnings in a subsequent fiscal period.

(3) Reflects number of units issuable over the three-year performance period.
    Smaller number of units can be issued depending on results during the first
    two fiscal periods. Two-thirds of units will be paid in cash and one-third
    in shares. Units payable in cash will be paid at the greater of $5.00 per
    unit or the closing trading price of Common Stock as of the last day of the
    performance period.

CHANGE IN CONTROL ARRANGEMENTS

     There are agreements between the Company and the named executive officers
which provide severance benefits in the event of termination of employment under
certain circumstances following a change in control of the Company (as defined).
The circumstances are termination by the Company (other than because of death or
disability commencing prior to a threatened change in control (as defined), or
for cause (as defined)), or by an officer as the result of a voluntary
termination (as defined). Following any such termination, in addition to
compensation and benefits already earned, the officer will be entitled to
receive a lump sum severance payment equal to up to three times the officer's
annual rate of base salary.

     Cause for termination by the Company is the: (i) commission of any act that
constitutes, on the part of the officer, (a) fraud, dishonesty, gross
negligence, or willful misconduct and (b) that directly results in material
injury to the Company, or (ii) officer's material breach of the agreement, or
(iii) officer's conviction of a felony or crime involving moral turpitude.

     Circumstances that would entitle the officer to terminate as a result of
voluntary termination following a change in control include, among other things:
(i) the assignment to the officer of any duties inconsistent with the officer's
title and status in effect prior to the change in control or threatened change
in control; (ii) a reduction by the Company of the officer's base salary; (iii)
the Company's requiring the officer to be based anywhere other than the
Company's principal executive offices; (iv) the failure by the Company, without
the officer's consent, to pay to the officer any portion of the officer's then
current compensation; (v) the failure by the Company to continue in effect any
material compensation plan in which the officer participates immediately prior
to the change in control or threatened change in control; or (vi) the failure by
the Company to continue to provide the officer with benefits substantially
similar to those enjoyed by the officer under any of the Company's life
insurance, medical, or other plans. The term of each agreement is for a rolling
three years unless the Company gives notice that it does not wish to

                                        9

extend such term, in which case the term of the agreement would expire three
years from the date of the notice.

     The plan of reorganization approved in the Company's Chapter 11 case
provided for the conversion of the Company's debt into equity of the reorganized
company. This conversion constituted a change in control within the meaning of
the change in control agreements. The Company and the named executive officers
have amended the agreements to exclude the conversion of debt into equity as a
change in control under the agreements.

     The plan of reorganization approved in the Company's Chapter 11 case also
provides for severance of one year for any of the executive officers upon
termination without cause. The Company has modified this severance plan to
provide for payment of the severance over one year and for payment to the
executive following termination of the executive because of (i) a significant,
adverse change in the executive's employment responsibilities; (ii) a reduction
in the executive's base salary; (iii) relocation of more than 50 miles from the
Company's office; or (iv) the failure of the Company to pay current
compensation. Payments under the severance plan are to be netted against any
payments under the change in control agreement.

                      REPORT OF THE COMPENSATION COMMITTEE

     The Company emerged from its Chapter 11 proceedings on June 1, 2001, at
which time a new Board of Directors was appointed pursuant to the Company's plan
of reorganization. The new Board then designated B. Robert Floum, Myrel Neumann,
and Peter Socha as the new members of the Compensation Committee. The Board
later added Jeffrey Snow as a member of the Committee, as is discussed further
below.

     The goal of the Compensation Committee is to develop and implement
compensation policies that reflect the circumstances of the Company and our
business objectives. There are some general principles which we seek to apply:
salaries should be competitive and geared to the middle of the relevant market;
annual incentives should motivate attainment of specific business and operating
objectives; and long term equity awards should directly align the interests of
management with the interests of shareholders. We also recognize the need to
apply these principles in a flexible manner and, in appropriate circumstances,
to adjust the scale and mix of compensation.

     We faced some unusual challenges when we became members of our Committee.
The Company, as recapitalized during the bankruptcy process, was still highly
leveraged and needed to continue to generate strong cash flows to service its
restructured debt. We also recognized the need to properly motivate management.

     Given those circumstances, we believed that we needed to review the entire
executive compensation structure of the Company. We accordingly retained outside
consultants to review the compensation structure and to report to us with
suggestions and recommendations. We specifically asked them to conduct a
comparable market analysis, focusing on retailers of comparable size that had
emerged from Chapter 11. We also asked them to recommend ways to develop a
long-term incentive plan that would be aligned with the interests of our
shareholders.

     They reviewed and reported to us on the following areas:

     - salaries

     - incentive compensation

     - long-term incentives, including equity compensation

                                        10

     Their report included data from comparable companies and placed appropriate
weight on the recent circumstances of the Company. Their findings and
recommendations were as follows:

     Salaries.  They found that salaries were in line with market, except for
the salary of Mr. Morrison, our Chief Financial Officer, which they felt was
significantly under market. They accordingly recommended an increase for Mr.
Morrison.

     Incentive Compensation.  They believed that our incentive plans were at or
slightly above market. Under our current incentive plan, employees are entitled
to annual incentive compensation if the Company attains defined financial goals
and if our employees attain defined performance goals.

     Long-Term Incentives.  They recommended that we reconsider our long-term
incentives, to create the appropriate incentives for our management and to
further align the interests of management with those of our shareholders.

     We accordingly took the following actions:

     Salaries.  We maintained the salaries of all senior executives at their
current levels, with the exception of the salary for Mr. Morrison, which we
increased, on the recommendation of our consultants, to a level we believe to be
market-based.

     Incentive Compensation.  We maintained the existing incentive compensation
plan for 2001 as this plan had already been in existence for six months in
fiscal 2001. This plan had been put in place by the prior Compensation Committee
and, pursuant to the plan of reorganization approved by the Bankruptcy Court,
was continued in effect. We therefore believed that it was appropriate for us to
maintain this incentive plan during 2001. We approved awards based on individual
attainment of goals by employees.

     Long-Term Incentives.  We restructured the long-term compensation plan by
changing our annual grant levels of stock options and by adding a new component
that emphasizes long-term performance. Clearly, in light of the recapitalization
of the Company that occurred during our restructuring, we needed to adjust the
number of stock options we award each year. We also determined that vesting of
options should directly relate to the financial performance of the Company. We
accordingly awarded stock options as follows: 45,000 shares to Mr. Krause, the
President and Chief Executive Officer; 9,000 shares to all other executive
officers; and 8,000 shares to Mr. Ranney. The options vest at the end of seven
years, but vesting is accelerated if the Company attains defined financial
goals. The strike price for the options was the closing trading price ($0.40) as
of the date of grant. We weighted the stock option component at 60% of the value
of long-term compensation.

     The new component, which represents the remaining 40% of the value of
long-term compensation, consists of performance shares under our Restated Stock
Option and Incentive Award Plan. This component of long-term compensation
contemplates that executives will be awarded performance shares to the extent
that the Company attains EDITDA goals over a three-year performance period.
One-third of each award will be paid in stock and two-thirds in cash. The cash
portion will equal the greater of $5.00 or the closing trading price of our
common stock as of the last day of the performance period. To further motivate
our executives, we have provided for measurement and payment of awards at the
end of each fiscal year and for catch-up performance, so that a strong
performance by the Company in a later year can offset a weaker performance in an
earlier year. We have further provided for threshold, target, and maximum
awards, depending on the financial performance of the Company. These awards are
described above in the chart entitled "Long-Term Incentive Plans -- Awards in
Last Fiscal Year."

                                        11

     During 2002, we will continue to evaluate the compensation structure
applicable to our executives. Our goal will be to continue to align executive
compensation with the interests of our shareholders. In that connection, we are
mindful of the potential impact of Section 162 (m) of the Internal Revenue Code,
which can limit the deductibility of certain compensation expense in excess of
$1,000,000 paid to executive officers. Although our compensation levels are well
below that amount, we have added Jeffrey Snow as a member of the Compensation
Committee. He, along with B. Robert Floum, comprises a sub-committee that
approves equity awards to our executive officers. Because he and Mr. Floum
qualify as "outside directors" under the Internal Revenue Code, the options and
other equity awards granted by this sub-committee should not be subject to the
limitations imposed by Section 162 (m).

                                          COMPENSATION COMMITTEE

                                          B. Robert Floum (Chairman)
                                          Myrel Neumann
                                          Jeffrey A. Snow
                                          Peter T. Socha

                                        12

                               PERFORMANCE GRAPH

     The Company emerged from Chapter 11 on June 1, 2001. Pursuant to the plan
of bankruptcy, all of the Company's then-outstanding common stock was cancelled
and its creditors received newly-issued shares of Common Stock. The Common Stock
began trading on the American Stock Exchange on August 27, 2001. The chart below
shows the total return to shareholders of the Company, assuming a $100
investment in Common Stock on August 27, 2001, compared to the total return on
the American Stock Exchange Composite Index and on a custom composite index
composed of all of the companies, other than the Company, trading on The
American Stock Exchange that have the same SIC code as the Company's (SIC Code
5900 -- miscellaneous retail). Use of the custom composite index in the chart
below does not indicate that the companies in the index are competitors of the
Company.

                            CUMULATIVE TOTAL RETURN
          BASED UPON AN INITIAL INVESTMENT OF $100 ON AUGUST 27, 2001
                           WITH DIVIDENDS REINVESTED

                              (PERFORMANCE GRAPH)

- -------------------------------------------------------------------------------------------------
                            27-AUG-01   31-AUG-01   30-SEP-01   31-OCT-01   30-NOV-01   31-DEC-01
- -------------------------------------------------------------------------------------------------
                                                                      
 National Vision Inc.          $100        $ 33        $ 24        $  9        $ 18        $ 26
 AMEX Composite Index          $100        $ 98        $ 91        $ 93        $ 92        $ 95
 Custom Composite Index
  (8 Stocks)                   $100        $ 98        $ 90        $ 88        $100        $111

The 8-Stock Custom Composite Index consists of the following companies with SIC
code 5900 (Misc. Retail) that trade on AMEX: Blair Corp., Collegiate Pacific,
Inc., Cross Media Marketing Corp., FFP Marketing Company Inc., Hanover Direct,
Inc., Lillian Vernon Corp., Reeds Jewelers, Inc. and Sonus Corp.

                       COMPENSATION COMMITTEE INTERLOCKS
                           AND INSIDER PARTICIPATION

     Beginning June 2001, Messrs. Floum, Neumann, Snow, and Socha served as
members of the Compensation Committee. Until June 2001, the Compensation
Committee consisted of James Kanaley and Ronald J. Green. Mr. Socha was an
executive officer of the Company until June 2001. Dr. Neumann was an employee of
the Company until April 2000.

                                        13

     Mr. Socha ceased employment as an executive officer of the Company in June
2001. As part of his separation from the Company, Mr. Socha received $150,000 in
connection with his involvement in the Company's Chapter 11 Case, and his waiver
of claims against the Company under his change in control agreement. Pursuant to
the severance program approved by the bankruptcy court, he received $208,000 in
severance benefits. He also received $120,000 under the Key Employment Retention
Program approved by the bankruptcy court.

                              CERTAIN TRANSACTIONS

     In October 1997, the Company purchased Midwest Vision, Inc., a retail
optical company, all the stock of which was owned by Myrel Neumann. Dr. Neumann
became a director in June 2001. In connection with the purchase of Midwest
Vision, the Company entered into three ancillary contracts with Dr. Neumann: (a)
a put option pursuant to which the Company agreed to repurchase 100,000 shares
of Common Stock issued to Dr. Neumann; (b) an employment agreement; and (c) a
lease for an optical laboratory in St. Cloud, Minnesota. In the Company's
Chapter 11 proceeding in the U.S. Bankruptcy Court for the Northern District of
Georgia, Dr. Neumann filed unsecured claims for $900,000 and approximately
$150,000 arising out of the put option and the employment agreement,
respectively. The Company has filed an objection to each of these claims. Each
claim is pending and subject to resolution in the bankruptcy court. Pursuant to
the plan of reorganization, holders of approved claims will be issued a
combination of senior notes and common stock. Under the lease, the Company paid
Dr. Neumann $80,000 in 2001. The lease expires in 2007 and can be renewed, at
the option of the Company, for two terms, each for five years.

     In 2001, Nelson Eye Associates, P.C., which is wholly owned by Marc Nelson,
a nominee for election as a director, paid the Company approximately $280,000 in
occupancy fees related to the occupancy of ten retail optical locations owned by
the Company.

                         REPORT OF THE AUDIT COMMITTEE

     During 2001, the Committee met and held discussions with members of
management and the Company's independent accountants, Arthur Andersen LLP,
regarding current audit activities and the plans for and results of selected
internal audits. The Company's independent accountants provided to the Committee
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the
Committee discussed with the independent accountants that firm's independence.
The Audit Committee has determined that the provision of the non-audit services
described in "Fees of Independent Accountants -- All Other Fees" below is
compatible with maintaining the independence of Arthur Andersen.

     Management represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. The Committee has reviewed and discussed the consolidated
financial statements with management and the independent accountants. The
Committee discussed with the independent accountants matters required to be
discussed by Statement on Auditing Standards No. 61 as currently in effect. On
the basis of these discussions and reviews, the Committee recommended that the
Board include the audited consolidated financial statements in the Company's
Annual Report on Form 10-K for the year ended December 29, 2001 for filing with
the Securities and Exchange Commission.

     Management has the primary responsibility for the Company's systems of
internal controls and the overall financial reporting process. The independent
accountants are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted
accounting standards and for issuing a report thereon. The Committee's
responsibility is to monitor and oversee these processes. The members of the
Audit Committee are not currently certified public accountants, professional
auditors or experts in the fields of accounting and auditing and rely,

                                        14

without independent verification, on the information provided to them and on the
representations made by management and the independent accountants.

     Arthur Andersen LLP has served as the independent auditor of the Company
since 1990. Because of the uncertainty created by the Enron situation and the
filing of an indictment against Arthur Andersen LLP by the Department of
Justice, the Audit Committee and the Board have determined to temporarily
postpone the selection of an auditor of the Company and its subsidiaries for
fiscal 2002.

                                          AUDIT COMMITTEE

                                          Jeffrey A. Snow (Chairman)
                                          B. Robert Floum
                                          Peter T. Socha

FEES OF INDEPENDENT ACCOUNTANTS

     Audit Fees.  The aggregate fees billed by the Company's principal
accounting firm, Arthur Andersen LLP, for professional services rendered for the
audit of the Company's annual financial statements for the year ending December
29, 2001 and the review of the financial statements included in the Company's
Forms 10-Q for that year were $165,000.

     Financial Information Systems Design and Implementation Fees.  During 2001,
Arthur Andersen LLP did not provide professional services with regard to
financial systems design and implementation.

     All Other Fees.  The aggregate fees billed for services rendered by Arthur
Andersen LLP for 2001, other than the services described above, were $340,000.

          INFORMATION CONCERNING THE COMPANY'S INDEPENDENT ACCOUNTANTS

     The Board has not yet selected the independent public accountants who will
audit the accounts of the Company and its subsidiaries for the year 2002 for the
reasons described above in the Audit Committee Report. We expect that
representatives of the independent accountants that we select will be present at
the Meeting and will be afforded an opportunity to make a statement if they so
desire. Such representatives will be available to respond to appropriate
questions.

                 SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

     All proposals of shareholders must be submitted to the Secretary of the
Company no later than December 24, 2002, in order to be considered for inclusion
in the Company's 2003 proxy materials. The Company's By-Laws require notice to
the Board or the President, as the case may be, in advance of any regular
shareholders' meeting, of any shareholder proposals. The By-Laws further require
that in connection with such proposals the shareholders provide certain
information to the Board or the President, as the case may be. If a shareholder
intends to present a proposal (other than a proposal which concerns the
nomination and election of directors) for consideration at the 2003 Annual
Meeting, the Company must receive notice of such proposal between 90 and 120
days prior to such meeting. The foregoing summary description of the By-Laws is
not intended to be complete and is qualified in its entirety by reference to the
text of the By-Laws.

                                        15

                                 OTHER MATTERS

     The Board is not aware of any matters to come before the Meeting other than
the election of the directors. If any other matter should come before the
Meeting, then the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect thereto in accordance
with their judgment.

                               VOTING OF PROXIES

     On matters coming before the Meeting as to which a choice has been
specified by the shareholders on the proxies, the shares will be voted
accordingly. If no choice is so specified, the shares will be voted FOR the
election of management's nominees for directors.

                                          By order of the Board of Directors,

                                          MITCHELL GOODMAN
                                          Secretary

Dated: April 24, 2002

                                        16

                                                                        APPENDIX

                   AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                    CHARTER

I. SCOPE OF RESPONSIBILITIES

     The Committee's primary duties and responsibilities are to:

     - Monitor the Company's financial reporting process and internal control
       system.

     - Review and appraise the independence and performance of the Auditor and
       the internal auditing department.

     - Select, evaluate, and, when appropriate, replace the Auditor.

     - Monitor the compliance by the Company with legal and regulatory
       requirements.

     The Auditor is ultimately accountable to the Board and the Committee as
representatives of the shareholders of the Company.

     The Committee will primarily fulfill its responsibilities by carrying out
the activities enumerated in Section IV of this Charter.

II. COMPOSITION

  A. INDEPENDENCE

     The Committee shall be comprised of three or more directors as determined
by the Board. At least two of the directors shall be independent directors
within the meaning of applicable law and any Listing Standards. One member of
the committee may not be independent, within the meaning of applicable law and
Listing Standards, if their inclusion is determined to be in the best interest
of the Company.

  B. FINANCE KNOWLEDGE

     All members of the Committee shall be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have previous employment experience in finance and accounting or any other
experience or background which results in the individual's financial
sophistication.

  C. ELECTION OF MEMBERS

     The members of the Committee shall be elected by the Board and shall serve
until their successors shall be duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.

  D. CONSULTANTS

     The Committee shall have the authority to retain legal, accounting or other
consultants to advise the Committee.

III. MEETINGS

     The Committee shall meet at least one time annually, or more frequently as
circumstances dictate. The Committee shall have the authority to request that
any officer or employee of the company or the Company's outside counsel or the
Auditor to attend any meeting of the Committee or to meet with any members of,
or consultants to, the Committee.

                                       A-1

IV. RESPONSIBILITIES AND DUTIES

     To fulfill its responsibilities and duties the Committee shall:

  A. DOCUMENTS/REPORTS REVIEW

          1. Review and reassess this Charter at least annually.

          2. Review any reports to management prepared by the Auditor and
     management's response.

          3. Review with financial management and the Auditor the reports on
     Forms 10-Q and 10-K prior to their filing or prior to the release of
     earnings.

  B. AUDITOR

          4. Recommend to the Board the selection of the Auditor, considering
     independence and effectiveness and approve the fees and other compensation
     to be paid to the Auditor.

          5. Receive annually from the Auditor a formal written statement
     delineating all relationships between the Auditor and the Company, as
     required by the Listing Standards and consistent with Independence
     Standards Board Standard 1; and regularly review and discuss with the
     Auditor any relationships or services that may affect the objectivity and
     independence of the Auditor.

          6. Take, or recommend that the Board take, appropriate action to
     oversee the independence of the Auditor.

          7. Review the performance of the Auditor and approve any proposed
     discharge of the Auditor when circumstances warrant.

          8. Periodically consult with the Auditor out of the presence of
     management about internal controls and the completeness and accuracy of the
     Company's financial statements.

  C. FINANCIAL REPORTING PROCESSES

          9. In consultation with the Auditor and the internal auditors, review
     the integrity of the Company's financial reporting processes, both internal
     and external.

          10. Consider the Auditor's judgments about the quality and
     appropriateness of the Company's accounting principles as applied in its
     financial reporting.

          11. Consider and approve, if appropriate, changes to the Company's
     auditing and accounting principles and practice as suggested by the
     Auditor, management, or the internal auditing department.

  D. PROCESS IMPROVEMENT

          12. Following completion of the annual audit, review with each of
     management, the Auditor and the internal auditing department any
     significant difficulties encountered during the course of the audit,
     including any restrictions on the scope of work or access to required
     information.

          13. Review any significant disagreement among management and the
     Auditor or the internal auditing department in connection with the
     preparation of the financial statements.

          14. Review with the Auditor, the internal auditing department and
     management the extent to which changes or improvements in financial or
     accounting practices, as approved by the Committee, have been implemented.

  E. ETHICAL AND LEGAL COMPLIANCE

          15. Establish, review and update periodically a Code of Conduct and
     review management's monitoring of the Company's compliance with this Code.

                                       A-2

          16. Review, with the Company's counsel, legal compliance matters
     including corporate securities trading policies.

          17. Review, with the Company's counsel, any legal matter that could
     have a significant impact on the Company's financial statements.

          18. Prepare the report required by the Securities and Exchange
     Commission to be included in the Company's annual proxy statement.

          19. Perform any other activities consistent with this Charter, the
     Company's By-laws and governing law, as the Committee or the Board deems
     necessary or appropriate.

V. DUTIES

     Nothing in this Charter shall increase or be deemed to increase the duties
of the Committee and its members under applicable law or the Listing Standards.

VI. DEFINITIONS

     The following terms have the following meanings in this Charter:

     - "Auditor" means the Company's independent public accountants.

     - "Board" means the Board of Directors of the Company.

     - "Committee" means the Audit Committee.

     - "Listing Standards" means the listing standard of any exchange or
       self-regulatory organization which lists or quotes the securities of the
       Company.

                                       A-3

                                   (NVI LOGO)

                             WWW.NATIONALVISION.COM

                             NATIONAL VISION, INC.

Dear Shareholder:

Please take note of the important information enclosed with this Proxy.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Thank you in advance for your prompt consideration.

Sincerely,

National Vision, Inc.

                             NATIONAL VISION, INC.
                          ANNUAL SHAREHOLDERS MEETING
                                  MAY 23, 2002

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned does hereby appoint JAMES W. KRAUSE and MITCHELL GOODMAN and
each of them proxies of the undersigned with full power of substitution in each
of them to vote at the annual meeting of shareholders of the Company to be held
on May 23, 2002 at 11:00 a.m., and at any and all adjournments thereof, with
respect to all shares which the undersigned would be entitled to vote, and with
all powers which the undersigned would possess if personally present. This proxy
revokes all prior proxies given by the undersigned. Without limiting the
generality of the foregoing, said proxies are authorized to vote upon the
following matters:

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED
BELOW.

                                                                                      
1. Election of Directors                                                 WITH-        FOR ALL          PLEASE MARK VOTES
                                                            FOR           HOLD         EXCEPT          AS IN THIS EXAMPLE
                    B. Robert Floum                         [ ]           [ ]           [ ]                   [X]
                    Marc Nelson                             [ ]           [ ]           [ ]
                    Jeffrey Snow                            [ ]           [ ]           [ ]
                    Peter T. Socha                          [ ]           [ ]           [ ]
                    James W. Krause                         [ ]           [ ]           [ ]

NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through that nominee's name. Your shares
will be voted for the remaining nominees.

                             NATIONAL VISION, INC.

Please sign exactly as your name or names appear(s) hereon. For more than one
owner as shown, each should sign. When signing in a fiduciary capacity, please
give full title. If this proxy is submitted by a corporation, it should be
executed in the full corporate name by a duly authorized officer; if a
partnership, please sign in partnership name by authorized person.

In their discretion, the proxies are authorized to vote upon any other business
that may properly come before the meeting or at any adjournment(s) thereof.

                                           Date:
                                           -------------------------------------

                                           -------------------------------------
                                                   Shareholder sign here

                                           -------------------------------------
                                                    Co-owner sign here

                                           Please be sure to sign and date this
                                                          Proxy.