SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period                                   Commission File
ended April 1, 2000                                        Number 0-20001

                             VISTA EYECARE, INC.
                  (Exact name of registrant as specified in its charter)

          GEORGIA                                         58-1910859
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)

      296 Grayson Highway                                 30045
      Lawrenceville, Georgia                             (Zip Code)
(Address of principal executive offices)

  Registrant's telephone number, including area code:  (770) 822-3600

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ----- -----

     The number of shares of Common Stock of the  registrant  outstanding  as of
May 16, 2000 was 21,169,103.

     The Exhibit Index is located at page 11.

                                     Page 1

                                 VISTA EYECARE, INC.

                                   FORM 10-Q INDEX

                                                                    Page of
                                                                    Form 10-Q
                                                                    ---------

PART I - FINANCIAL INFORMATION
- ------------------------------

ITEM 1.    FINANCIAL STATEMENTS

           Condensed Consolidated Balance Sheets -
           April 1, 2000 and January 1, 2000                            3

           Condensed Consolidated Statements of Operations -
           Three Months Ended April 1, 2000 and April 3, 1999           5

           Condensed Consolidated Statements of Cash Flows -
           Three Months Ended April 1, 2000 and April 3, 1999           6

           Notes to Condensed Consolidated Financial Statements -       7

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS               11

PART II - OTHER INFORMATION
- ---------------------------

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                             17

                                   Page 2

                                     PART I
                              FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        April 1, 2000 and January 1, 2000
                     (In thousands except share information)

                                                                                              April 1,           January 1,
                                                                                                2000                2000
                                                                                            ------------         ---------
                                                                                            (unaudited)
                                     ASSETS
                                                                                                           
CURRENT ASSETS:
 Cash and cash equivalents                                                                    $  3,495            $  2,886
 Accounts receivable (net of allowance: 2000-$3,714; 1999-$4,403)                               11,040              10,416
 Inventories                                                                                    35,089              34,373
 Other current assets                                                                            3,339               2,761
                                                                                               -------             -------
     Total current assets                                                                       52,963              50,436
                                                                                               -------             -------
PROPERTY AND EQUIPMENT:
 Equipment                                                                                      59,202              57,750
 Furniture and fixtures                                                                         26,195              26,600
 Leasehold improvements                                                                         27,069              28,458
 Construction in progress                                                                        2,478               3,427
                                                                                               -------             -------
                                                                                               114,944             116,235
 Less accumulated depreciation                                                                 (64,703)            (62,329)
                                                                                               -------             -------
 Net property and equipment                                                                     50,241              53,906
                                                                                               -------             -------
OTHER ASSETS AND DEFERRED COSTS (net of accumulated amortization:
2000-$1,970; 1999-$1,500)                                                                        8,528               9,315

DEFERRED INCOME TAX ASSETS                                                                         385                 385

GOODWILL AND OTHER INTANGIBLE ASSETS (net of accumulated
 amortization: 2000-$8,115; 1999-$6,994)                                                       105,056             106,177
                                                                                               -------             -------
                                                                                              $217,173            $220,219
                                                                                               =======             =======
                                     Page 3

                       LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                                                                             $ 22,591            $ 17,192
 Accrued expenses and other current liabilities                                                 26,857              24,568
 Current portion long-term debt and capital lease obligations                                    1,002               1,098
 Revolving credit facility and term loan                                                        15,968              19,292
                                                                                               -------             -------
     Total current liabilities                                                                  66,418              62,150
                                                                                               -------             -------
SENIOR NOTES (net of discount:  2000-$1,218; 1999-$1,253)                                      123,784             123,747

OTHER LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                               6,306               6,865

COMMITMENTS AND CONTINGENCIES

 Redeemable Common Stock                                                                           900                 900

SHAREHOLDERS' EQUITY:
 Preferred stock, $1 par value; 5,000,000 shares authorized, none issued                           --                  --
 Common stock, $.01 par value; 100,000,000 shares authorized,
  21,179,103 and 21,179,103 shares issued and outstanding as
  of April 1, 2000 and January 1, 2000, respectively                                               211                 211
 Additional paid-in capital                                                                     47,387              47,387
 Retained deficit                                                                              (23,760)            (16,968)
 Cumulative foreign currency translation                                                        (4,073)             (4,073)
                                                                                               -------             -------
      Total shareholders' equity                                                                19,765             26,557
                                                                                               -------             -------
                                                                                             $ 217,173           $ 220,219
                                                                                               =======             =======

    The accompanying notes are an integral part of these condensed  consolidated
    financial statements.

                                     Page 4

                               VISTA EYECARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands except per share information)
                                   (Unaudited)

                                                                              Three Months Ended
                                                                           ------------------------
                                                                           April 1,       April 1,
                                                                             2000           1999
                                                                             ----           ----

NET SALES                                                                  $86,258         $86,634
COST OF GOODS SOLD                                                          37,676          37,088
                                                                           -------         -------
GROSS PROFIT                                                                48,582          49,546
SELLING, GENERAL, AND
  ADMINISTRATIVE EXPENSE                                                    45,759          42,446
IMPAIRMENT LOSS ON LONG-LIVED ASSETS                                         2,684              --
RESTRUCTURING EXPENSE                                                        1,601              --
                                                                           -------         -------
OPERATING INCOME/(LOSS)                                                     (1,462)          7,100
INTEREST EXPENSE, NET                                                        5,330           4,665
                                                                           -------         -------
INCOME/(LOSS) BEFORE TAXES                                                  (6,792)          2,435
INCOME TAX EXPENSE                                                              --             970
                                                                           -------         -------
NET INCOME/(LOSS)                                                          $(6,792)        $ 1,465
                                                                           =======         =======

BASIC EARNINGS/(LOSS) PER COMMON SHARE                                     $ (0.32)        $  0.07
                                                                           =======         =======

DILUTED EARNINGS/(LOSS) PER COMMON SHARE                                   $ (0.32)        $  0.07
                                                                           =======         =======

    The accompanying notes are an integral part of these condensed  consolidated
    financial statements.

                                   Page 5

                               VISTA EYECARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                                              Three Months Ended
                                                                             -----------------------
                                                                             April 1,      April 3,
                                                                               2000          1999
                                                                               ----          ----
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                                             $(6,792)     $ 1,465
                                                                              -------      -------
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:
  Depreciation and amortization                                                 4,816        4,733
  Provision for deferred income tax expense                                        --          757
  Impairment of long-lived assets                                               2,684           --
  Restructuring reserve                                                         1,601           --
  Changes in operating assets and liabilities:
    Receivables                                                                (1,625)      (1,777)
    Inventories                                                                  (716)      (1,430)
    Other current assets                                                          422         (177)
    Other assets                                                                  628            8
    Accounts payable                                                            5,399        3,113
    Accrued expenses and other current liabilities                                688       (2,502)
                                                                              -------      -------
        Total adjustments                                                      13,897        2,725
                                                                              -------      -------
        Net cash provided by operating activities                               7,105        4,190
                                                                              -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                           (2,445)      (3,447)
                                                                              -------      -------
        Net cash used in investing activities                                  (2,445)      (3,447)
                                                                              -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments on revolving credit facility                                     (88,093)      (5,500)
  Advances on revolving credit facility                                        84,769        4,000
  Repayments on notes payable and capital leases                                 (619)        (495)
  Deferred financing costs                                                       (108)          --
  Proceeds from issuance of common stock                                           --           18
                                                                              -------      -------
        Net cash used in financing activities                                  (4,051)      (1,977)
                                                                              -------      -------
NET INCREASE (DECREASE) IN CASH                                                   609       (1,234)
CASH, beginning of period                                                       2,886        7,072
                                                                              -------      -------
CASH, end of period                                                           $ 3,495      $ 5,838
                                                                              =======      =======

     The accompanying notes are an integral part of these condensed consolidated
     financial statements.

                                   Page 6

                               VISTA EYECARE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  APRIL 1, 2000
                                   (Unaudited)

(1)  BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been  prepared  by  Vista  Eyecare,  Inc.,  formerly  known as  National  Vision
Associates,  Ltd. (the  "Company")  pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and  regulations.  Although  management  believes that the disclosures are
adequate to make the information presented not misleading,  it is suggested that
these interim condensed consolidated financial statements be read in conjunction
with the Company's most recent  audited  consolidated  financial  statements and
notes thereto. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary for a fair presentation of the financial
position,  results  of  operations,  and  cash  flows  for the  interim  periods
presented have been made.  Operating  results for the interim periods  presented
are not necessarily  indicative of the results that may be expected for the year
ending  December 30, 2000.  Certain  amounts  in the  April  3,  1999  condensed
consolidated financial statements have been reclassified to conform to the April
1, 2000 presentation.

(2)  BANKRUPTCY PROCEEDING AND GOING CONCERN MATTERS

Proceedings Under Chapter 11 of the Bankruptcy Code

     On April 5, 2000,  the Company and ten of its  subsidiaries  (collectively,
the "Debtors") filed voluntary petitions with the United States Bankruptcy Court
for the Northern  District of Georgia for  reorganization  under Chapter 11 (the
"Chapter 11 Cases").  The Debtors are currently  operating  their  businesses as
debtors-in-possession pursuant to the Bankruptcy Code.

     The Debtors expect to file a reorganization  plan or plans that provide for
emergence  from  bankruptcy  in 2000 or 2001.  There can be no assurance  that a
reorganization plan or plans will be proposed by the Debtors or confirmed by the
Bankruptcy  Court,  or that  any such  plan(s)  will be  consummated.  A plan of
reorganization  could result in holders of the Common  Stock  receiving no value
for their  interests.  Because  of such  possibilities,  the value of the Common
Stock is highly speculative.

                                     Page 7

Going Concern Matters

     The accompanying  consolidated financial statements have been prepared on a
going concern basis of accounting and do not reflect any adjustments  that might
result if the Company is unable to continue as a going  concern.  The  Company's
recent losses and negative cash flows from operations, and the Chapter 11 Cases,
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
relating to recoverability  and  classification of recorded asset amounts or the
amount and  classification  of  liabilities  that might be necessary  should the
Company be unable to continue as a going concern. Management intends to submit a
plan for  reorganization  to the Bankruptcy Court. The ability of the Company to
continue as a going concern and appropriateness of using the going concern basis
is dependent upon, among other things,  (i) the Company's ability to comply with
its debtor-in-possession financing agreement ("DIP Facility"), (ii) confirmation
of a plan of  reorganization  under the  Bankruptcy  Code,  (iii) the  Company's
ability to achieve profitable  operations after such confirmation,  and (iv) the
Company's  ability  to  generate  sufficient  cash from  operations  to meet its
obligations.

     Management  believes that the DIP Facility,  which has been approved by the
Bankruptcy  Court,  along  with  cash  provided  by  operations,   will  provide
sufficient  liquidity  to allow the  Company  to  continue  as a going  concern.
However,  there  can be no  assurance  that the  sources  of  liquidity  will be
available or sufficient to meet the Company's needs.

     A plan of  reorganization  could  materially  change the amounts  currently
recorded in the consolidated  financial statements.  The consolidated  financial
statements do not give effect to any  adjustment to the carrying value of assets
or amounts and  classifications  of  liabilities  that might be  necessary  as a
result of the Chapter 11 Cases.

(3)  IMPAIRMENT ON LONG-LIVED ASSETS AND RESTRUCTURING RESERVE

     In the first  quarter  of 2000,  the  Company  finalized  plans to close 37
under-performing  stores  ("First  Phase") and  identified 54 additional  stores
("Second  Phase")  for  closure.  As a result,  the  Company  recorded a noncash
pre-tax charge of approximately $2.7 million primarily related to the impairment
of leasehold improvements and furniture and fixtures in these 91 stores.

     At  April  1,  2000  the  Company  recorded  a  $1.6  million  reserve  for
anticipated  closing  costs  of the  First  Phase of  stores.  This  charge  was
comprised of $1.4 million in lease  termination  costs and $239,000 in severance
and  other  closing  costs.  Approximately  125  store-level  employees  will be
affected by the First Phase of store closures.

     Additional closing costs for the Second Phase are not included in the first
quarter results because  management had not finalized nor communicated plans for
these store  closings as of the end of the first  quarter.  Second Phase closing
costs  consist  primarily  of lease  termination  and  severance  costs  and are
estimated  to be between  $1.7  million  and $2.2  million.  These costs will be
recorded in the second quarter.

                                     Page 8

     Excluding the lease termination  costs,  aggregate cash costs for all store
closures  approximate  $800,000, with  $400,000  cash costs related to the First
Phase store closures. The timing and amount of payment for the lease termination
costs will be subject to determination in the Bankruptcy proceedings.

(4)  INCOME TAXES

     Vista  recorded a pre-tax  operating  loss of $6.8  million in the  Current
Three Months.  The resulting income tax benefit was approximately  $3.8 million.
We have  established  a  valuation  allowance  equal  to the  amount  of the tax
benefit.

(5)  EARNINGS PER COMMON SHARE

     Basic earnings per common share were computed by dividing net income by the
weighted average number of common shares outstanding during the quarter. Diluted
earnings per common  share were  computed as basic  earnings  per common  share,
adjusted for  outstanding  stock options that are dilutive.  The computation for
basic and diluted  earnings per share may be summarized  as follows  (amounts in
thousands except per share information):

                                                      Three Months Ended
                                                  --------------------------
                                                  April 1,        April 3,
                                                    2000             1999
                                                    ----             ----

Net Income/(Loss)                                 $(6,792)         $ 1,465

Weighted Shares Outstanding                        21,179           21,063
  Basic Earnings/(Loss) per Share                 $ (0.32)         $  0.07

Weighted Shares Outstanding                        21,179           21,063
  Net Options Issued to Employees                      --              224

Aggregate Shares Outstanding                       21,179           21,287
  Diluted Earnings/(Loss) per Share               $ (0.32)         $  0.07

     Outstanding  options with an exercise  price below the average price of the
Company's common stock have been included in the computation of diluted earnings
per common share, using the treasury stock method, as of the date of the grant.

                                     Page 9

(6)  SUPPLEMENTAL DISCLOSURE INFORMATION

     Inventory balances, by classification, may be summarized as follows:

                                      April 1,             January 1,
                                       2000                   2000
                                      ------                 ------
Raw Material                         $24,203                $24,408
Finished Goods                         9,673                  8,804
Supplies                               1,213                  1,161
                                      ------                 ------
                                     $35,089                $34,373
                                      ======                 ======

The components of interest expense, net, may be summarized as follows:

                                      April 1,                April 3,
                                       2000                    1999
                                       -----                   -----
Interest expense on debt
  and capital leases                  $5,010                  $4,426
Purchase discounts on invoice
  payments                                (1)                    (12)
Finance fees and amortization of
  hedge and swap agreements              325                     271
Interest income                           (1)                    (53)
Other                                     (3)                     33
                                      ------                  ------
                                      $5,330                  $4,665
                                      ======                  ======

(7)  SUBSEQUENT EVENTS

Debtor-in-Possession Financing

     On May 9,  2000,  the  Bankruptcy  Court  entered an order  permitting  the
Company to enter into the DIP Facility.  The DIP Facility effectively refinances
all amounts  previously  outstanding  under the  Foothill  Credit  Facility  and
provides  additional  working  capital.  The  Company  paid a  $500,000  fee for
professional fees, organization fees, and waiver fees relative to converting the
existing Foothill revolver facility to a DIP financing agreement. As of April 1,
2000, the Company had borrowed a total of $16.0 million  (inclusive of the $12.5
million term loan portion) under the Foothill Credit Facility.

                                    Page 10

     The terms and covenants of the DIP Facility are  substantially  the same as
those under the Foothill Credit Facility with the following exceptions:

     (1)  The DIP Facility requires that the Company have a rolling twelve month
          EBIDTA of no less than $15 million,  calculated prior to restructuring
          charges and store impairment reserves.
     (2)  The term of the DIP Facility expires on May 31, 2001.
     (3)  The $12.5 million term loan portion of the DIP Facility bears interest
          at 15% per annum.
     (4)  Interest  rates on the revolver  portion of the DIP Facility are based
          on either the Wells Fargo Bank, N.A. Base Rate plus 2% or the Adjusted
          Eurodollar Rate plus 3.25%.

Store Closures

     In April  2000,  the  Company  implemented  its plan for the First Phase of
store closures.  In addition,  management finalized and implemented its plan for
the Second Phase of store  closures,  bringing the total number of stores closed
in April to 91.

     Additional closing costs for the Second Phase are not included in the first
quarter results because  management had not finalized nor communicated plans for
these store  closings as of the end of the first  quarter.  Second Phase closing
costs  consist  primarily  of lease  termination  and  severance  costs  and are
estimated  to be between  $1.7  million  and $2.2  million.  These costs will be
recorded in the second quarter.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Proceedings Under Chapter 11 of the Bankruptcy Code

     On April 5, 2000, the Company and ten of its  subsidiaries  filed voluntary
petitions with the  Bankruptcy  Court for  reorganization  under Chapter 11 (the
"Chapter 11 Cases").  The Debtors are currently  operating  their  businesses as
debtors-in-possession pursuant to the Bankruptcy Code.

     The Debtors expect to file a reorganization  plan or plans that provide for
emergence from bankruptcy in 2000 or 2001. There can,  however,  be no assurance
that a reorganization plan or plans will be proposed by the Debtors or confirmed
by the Bankruptcy Court, or that any such plan(s) will be consummated. A plan of
reorganization  could result in holders of the common  stock  receiving no value
for their  interests.  Because  of such  possibilities,  the value of the common
stock is highly speculative.

     We cannot  predict the  outcome of the Chapter 11 Cases or their  effect on
the Company's business.  If the liabilities subject to compromise in the Chapter
11 Cases exceed the fair value of the assets,  unsecured claims may be satisfied
at less than 100% of their face value and the common stock of the Company may
have no value.

                                    Page 11

     On April 5, 2000,  trading of our common stock was halted after we issued a
press release  announcing the filing of the Chapter 11 Cases.  We have consented
to the  delisting  of our  common  stock from the NASDAQ  SmallCap  Market.  The
Company  anticipates  that its common  stock will be trading on the OTC Bulletin
Board in the second quarter.

Condensed Consolidated Financial Statements

     The  Company's  Condensed   Consolidated  Financial  Statements  have  been
prepared on a going concern basis, which contemplates  continuity of operations,
realization  of assets and  liquidation of  liabilities  and  commitments in the
normal course of business.  The filing of the bankruptcy  petition,  the related
circumstances  and the  losses  from  operations  raise  substantial  doubt with
respect  to  the  Company's  ability  to  continue  as  a  going  concern.   The
appropriateness  of using the going concern basis is dependent upon, among other
things,  confirmation of a plan or plans of  reorganization,  future  profitable
operations  and the  ability to  generate  cash from  operations  and  financing
sources sufficient to meet obligations. As a result of the filing of the Chapter
11 Cases and related  circumstances,  realization  of assets and  liquidation of
liabilities is subject to significant uncertainty. While under the protection of
Chapter 11, the Debtors may sell or otherwise  dispose of assets,  and liquidate
or settle  liabilities,  for amounts other than those reflected in the Condensed
Consolidated  Financial  Statements.  Further, a plan or plans of reorganization
could  materially  change the  amounts  reported in the  accompanying  Condensed
Consolidated   Financial  Statements.   The  Condensed   Consolidated  Financial
Statements  do not include any  adjustments  relating to  recoverability  of the
value of recorded asset amounts or the amounts and classification of liabilities
that might be necessary as a consequence of a plan of reorganization.

RESULTS OF OPERATIONS

     The  Company's  results  of  operations  in any  period  are  significantly
affected by the number and mix of vision  centers  opened and  operating  during
such period.  At April 1, 2000, the Company operated 935 vision centers,  versus
930 vision centers at April 3, 1999.

THREE MONTHS ENDED APRIL 1, 2000 (THE "CURRENT THREE MONTHS") COMPARED TO
THREE MONTHS ENDED APRIL 3, 1999 (THE "PRIOR THREE MONTHS")

CONSOLIDATED RESULTS

     NET SALES.  Net sales during the Current  Three  Months  decreased to $86.3
million from $86.6 million for the Prior Three Months.  Average weekly net sales
per vision center  decreased  from $7,200 in the Prior Three Months to $7,100 in
the Current Three  Months,  primarily as a result of lower average net sales per
store  recorded  in vision  centers  acquired  in the  Frame-n-Lens  acquisition
and the New West acquisition (the "Acquired Vision Centers").

                                    Page 12

     The free-standing  store operations,  a vast majority of which is comprised
of Acquired Vision Centers,  experienced  comparable store sales of minus 19% in
the quarter,  which had a substantial  negative  impact on results and liquidity
during the period.  The  Acquired  Vision  Centers  that  operate in host stores
realized a negative 10% change in comparable store sales. This unfavorable trend
was partially  offset by a 6% increase in  comparable  store sales growth in the
domestic core host  business.  Management  continues to concentrate on improving
the  performance  of the Acquired  Vision  Centers and has  implemented  various
measures,  including market specific advertising  programs,  changes to in-store
marketing  programs as well as special  promotions for these vision centers.  No
assurances  can be given that net sales  levels at the Acquired  Vision  Centers
will  improve.  Failure to improve  such sales  levels  will have a  substantial
negative  impact on earnings and  liquidity.

     Net sales from international operations increased to $1.2 million in the
three-month period ended February 28, 2000 from $875,000 in the comparable
period a year ago.

     GROSS PROFIT. In the Current Three Months,  gross profit decreased to $48.6
million  from  $49.6  million  in the Prior  Three  Months.  This  decrease  was
primarily  due to lower gross profit  dollars  resulting  from the  reduction in
comparable store sales from the Acquired Vision Centers and, to a lesser degree,
a reduction in promotional monies.  Gross profit as a percent of sales decreased
to 56.3% from 57.2% in the Prior Three Months. The decrease was due primarily to
the net effect of the following:

     (a) The Gross Profit  percentage at the Acquired  Vision Centers dropped by
6% versus the comparable Prior Year Period. This decrease was primarily due to a
decline in product margins at store level, an increase in warranty expenses, and
the effect of fixed  occupancy costs for a majority of these vision centers on a
declining sales base.

     (b) The Prior Three Months included one-time  promotional  monies which did
not recur in the Current Three Months,  thus reducing  gross profit  dollars and
gross profit as a percent of sales.

     SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE ("SG&A expense"). SG&A expense
(which  includes  both  store  operating  expenses  and  home  office  overhead)
increased to $45.8  million in the Current  Three Months from $42.5  million for
the Prior Three Months. The dollar increase was due to the following:

     (a) An increase in average  store costs in the domestic  core host business
to support sales growth  resulting from comparable store sales increases and new
store  openings.  Average sales per store for these  businesses  increased by 6%
while average store costs grew by less than 5%;

     (b) An increase in payroll dollars as the Company placed  employee  doctors
in the Acquired Vision Centers in California; and

     (c) An increase  in home office  costs due to  professional  fees  incurred
during the Current Three Months for professional advisors as well as an increase
in payroll and insurance health costs.

                                    Page 13

     As a percentage  of net sales,  SG&A  expense was 53% in the Current  Three
Months,  compared  to 49% for the Prior  Three  Months.  This  increase  was due
primarily to the following:

     (a) On a consolidated basis, SG&A costs as a percent of sales increased due
to the  dollar  increases  described  per (a),  (b) and (c)  above  relative  to
consolidated sales, which were flat year over year.

     (b) Store costs for the Acquired Vision Centers  increased by approximately
$300,000 quarter over quarter; however, because of sales declines in the Current
Three Months, store expense as a percent of sales increased by 11%; and

     IMPAIRMENT  LOSS ON LONG-LIVED  ASSETS AND  RESTRUCTURING  RESERVE.  In the
first  quarter  of 2000,  the  Company  recorded  a  noncash  pre-tax  charge of
approximately  $2.7 million  primarily  related to the  impairment  of leasehold
improvements and furniture and fixtures in 91 closed stores.

     At  April  1,  2000  the  Company  recorded  a  $1.6  million  reserve  for
anticipated  closing  costs  of the  First  Phase of  stores.  This  charge  was
comprised of $1.4 million in lease  termination  costs and $239,000 in severance
and  other  closing  costs.  Approximately  125  store-level  employees  will be
affected by the First Phase of store closures.

     Additional closing costs for the Second Phase are not included in the first
quarter results because  management had not finalized nor communicated plans for
these store  closings as of the end of the first  quarter.  Second Phase closing
costs  consist  primarily  of lease  termination  and  severance  costs  and are
estimated  to be between  $1.7  million  and $2.2  million.  These costs will be
recorded in the second quarter.

     Excluding the lease termination  costs,  aggregate cash costs for all store
closures  approximate $0.8 million,  with $0.4 million cash costs related to the
First  Phase  store  closures.  The timing  and amount of payment  for the lease
termination costs is subject to determination in the Bankruptcy proceedings.

     Sales for the 91 closed  stores  were $13  million for fiscal 1999 and $2.8
million in the first quarter of 2000.  Operating losses before  depreciation and
amortization  for these stores were $2.3 million in 1999 and $0.8 million in the
first quarter of 2000.

     OPERATING  INCOME.  Operating  income for the Current Three Months prior to
restructuring  reserves and the impairment loss on long-lived assets,  decreased
to $2.8 million from $7.1 million in the Prior Three  Months.  Operating  income
prior to the  restructuring  reserve and the impairment  loss as a percentage of
sales was 3.3% in the Current Three Months,  compared to 8.2% in the Prior Three
Months. After the restructuring reserve and the impairment on long-lived assets,
operating income in the Current Three Months was a loss of $1.5 million.

                                    Page 14

     INTEREST EXPENSE. The increase in interest expense to $5.3 million compared
to  $4.7  million  in the  Prior  Three  Months,  is due to an  increase  in the
effective  interest  rate  on the  Company's  revolver  agreement  as well as an
increase in average  borrowings  outstanding on the revolver  during the Current
Three Months versus the comparable  prior period.  In November 1999, the Company
refinanced  its  secured  credit  facility at a higher  interest  rate than that
provided  for in its  previous  credit  facility  (see  "Liquidity  and  Capital
Resources").

     BENEFIT FOR INCOME TAXES.  Vista recorded a pre-tax  operating loss of $6.8
million in the  Current  Three  Months.  The  resulting  income tax  benefit was
approximately $3.8 million.  We have established a valuation  allowance equal to
the amount of the tax benefit.

     NET INCOME.  The Company posted a net loss of $6.8 million,  or ($0.32) per
share, versus net income of $1.5 million, or $0.07 per share, in the Prior Three
Months.

ACCOUNTING DURING REORGANIZATION PROCEEDINGS

     Entering  the  reorganization  proceeding  will not  affect or  change  the
application of generally accepted accounting  principles followed by the Company
in the preparation of the  consolidated  financial  statements.  However,  going
forward,  the consolidated  financial statements of the Company will distinguish
transactions  and events that are directly  associated  with the  reorganization
from the ongoing  operations  of the business in  accordance  with  Statement of
Position  90-7 - "Financial  Reporting by Entities in  Reorganization  under the
Bankruptcy  Code".  The  Company's  consolidated  balance  sheet will  segregate
liabilities subject to compromise from liabilities not subject to compromise. In
addition,  the Company will stop  accruing for interest on unsecured  debt until
the Company emerges from protection  under Chapter 11 of the Bankruptcy Code, or
it  becomes  probable  that  we  will  pay  these  amounts  as part of a plan of
reorganization.  During the initial  stages of the  proceedings,  the Bankruptcy
Court granted  authority to the Company to pay  pre-petition  and  post-petition
employee wages, salaries,  benefits and other employee obligations as well as to
honor customer service programs, including warranties and returns.

LIQUIDITY AND CAPITAL RESOURCES

     Our capital needs have been for operating expenses,  capital  expenditures,
acquisitions  and interest  expense.  Our sources of capital have been cash
flow from operations and borrowings under our credit facilities.

     In October 1998, we issued our $125 million notes due 2005 to help fund the
acquisition of  Frame-n-Lens  Optical,  Inc. and New West  Eyeworks,  Inc. These
notes bear  interest of 12.75% and were issued  pursuant to an  indenture  which
contains a variety of customary  provisions and restrictions.  Interest payments
are due on April 15 and  October 15 of each year.  The  Company  did not pay the
interest  payment  due on April  15,  2000.  The  interest  payment  amount  due
represents a pre-petition  liability,  of which the timing and amount of payment
will be subject to determination by the Bankruptcy proceeding.

                                     Page 15

     On April 5, 2000,  the Debtors filed the Chapter 11 Cases.  On May 9, 2000,
the Bankruptcy  Court approved an order permitting the Company to enter into the
DIP  Facility.  As of April 1, 2000,  the Company had  borrowed a total of $16.0
million  (inclusive of the $12.5  million term loan portion)  under the Foothill
Credit Facility.

     The terms and covenants of the DIP Facility are  substantially  the same as
those under the Foothill Credit Facility with the following exceptions:

     (1)  The DIP Facility requires that the Company have a rolling twelve month
          EBIDTA of no less than $15 million,  calculated prior to restructuring
          charges and store impairment reserves.
     (2)  The term of the DIP Facility expires on May 31, 2001.
     (3)  The $12.5 million term loan portion of the DIP Facility bears interest
          at 15% per annum.
     (4)  Interest  rates on the revolver  portion of the DIP Facility are based
          on either the Wells Fargo Bank, N.A. Base Rate plus 2% or the Adjusted
          Eurodollar Rate plus 3.25%.

     The Company  believes  the DIP  Facility  should  provide it with  adequate
liquidity to conduct its  operations  while it prepares a  reorganization  plan.
However, the Company's liquidity,  capital resources,  results of operations and
ability to  continue as a going  concern are subject to known and unknown  risks
and uncertainties.

     We expect to complete a plan of reorganization  in the second quarter.  The
plan will likely provide for the conversion of debt into equity.  We do not know
whether  the plan  will be  approved  or,  if it is  approved,  whether  it will
succeed.

     If the Company is successful in restructuring  its debt obligations and its
equity,  the Company may trigger  limitations  on certain tax net operating loss
carryforwards.

     We plan, as of April 1, 2000, to open  approximately  five Wal-Mart  vision
centers  during the remainder of 2000. We may open up to six  additional  vision
centers dependent upon liquidity,  construction schedules and other constraints.
For each of our new vision  centers,  we typically  spend  between  $100,000 and
$160,000 for fixed assets and approximately  $25,000 for inventory.  In general,
free-standing  locations  are more costly than leased  locations.  We also spend
approximately $20,000 for pre-opening costs.

RISK FACTORS

     Any expectations, beliefs, and other non-historical statements contained in
this Form 10-Q are forward looking  statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  Forward-looking  statements represent
the Company's  expectations or belief  concerning  future events,  including the
following:   any  statements  regarding  future  sales  levels,  any  statements
regarding the continuation of historical  trends,  and any statements  regarding
the Company's liquidity.  Without limiting the foregoing,  the words "believes,"
"anticipates,"  "plans,"  "expects,"  and similar  expressions  are  intended to
identify  forward-looking  statements.  With  respect  to  such  forward-looking
statements  and others which may be made by, or on behalf of, the  Company,  the
factors  described as "Risk  Factors" in the  Company's  Report on Form 10-K for
1998 could materially affect the Company's actual results.

                                     Page 16

                                     PART II
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits.

    The following exhibits are filed herewith or incorporated by reference:

                                                                                Exhibit
                                                                                Number
                                                                                -------

     Amended and Restated Articles of Incorporation                              3.1*

     Amended and Restated Bylaws                                                 3.2**

     Form of Common Stock Certificate                                            4.1***

     Financial Data Schedule                                                      27****

     *Incorporated  by  reference  to the  Company's  Form  8-K  filed  with the
     Commission on January 6, 1999.

     **Incorporated by reference to the Company's Registration Statement on Form
     S-1,  registration number 33-46645,  filed with the Commission on March 25,
     1992, and amendments thereto.

     ***Incorporated  by reference to the  Company's  Registration  Statement on
     Form 8-A filed with the Commission on January 17, 1997.

     ****Filed with this Form 10-Q.

    (b) Reports on Form 8-K.

        None

                                     Page 17

                                     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.

                                          VISTA EYECARE, INC.

                                          By: /S/ Angus C. Morrison
                                              -----------------------
                                              Senior Vice President
                                              Chief Financial Officer

                                          By: /S/ Timothy W. Ranney
                                              ------------------------
                                              Chief Accounting Officer

                                              May 16, 2000

                                     Page 18

  

 5

     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
CONDENSED  CONSOLIDATED  BALANCE  SHEET  AT APRIL 1,  2000  (UNAUDITED)  AND THE
CONDENSED  CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL
1, 2000  (UNAUDITED)  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.

 0000868263
 VISTA EYECARE, INC.
 1000

                                    3-MOS
                          DEC-30-2000
                             JAN-01-2000
                               APR-01-2000
                                           3,495
                                         0
                                   14,754
                                     3,714
                                     35,089
                                 3,339
                                         114,944
                                  64,703
                                 217,173
                           66,418
                                        123,784
                                0
                                          0
                                           211
                                      19,554
                   217,173
                                         86,258
                                86,258
                                           37,676
                                   37,676
                                45,759
                                 4,285
                               5,330
                                 (6,792)
                                         0
                             (6,792)
                                       0
                                      0
                                            0
                                    (6,792)
                                      (0.32)
                                    (0.32)