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 March 31, 2001                                        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 5, 2001 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 -
           March 31, 2001 and December 30, 2000                         3

           Condensed Consolidated Statements of Operations -
           Three Months Ended March 31, 2001 and April 1, 2000          5

           Condensed Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 2001 and April 1, 2000          6

           Notes to Condensed Consolidated Financial Statements         7

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE
           ABOUT MARKET RISK                                           19

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

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

                                     Page 2

                                     PART I

                              FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                              VISTA EYECARE, INC.
                            (DEBTORS-IN-POSSESSION)
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                        March 31, 2001 and December 30, 2000
                     (In thousands except share information)

                                                  March 31,         December 30,
                                                    2001                2000
                                                 ------------        ----------
                                                 (unaudited)
                                                                  
                                   ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                          $ 11,969            $ 8,066
 Accounts receivable
    (net of allowance: 2001-$5,446; 2000-$5,744)      11,155             10,119
 Inventories                                          30,354             31,478
 Other current assets                                  2,043              1,590
                                                     -------             ------
     Total current assets                             55,521             51,253
                                                     -------             ------
PROPERTY AND EQUIPMENT:
 Equipment                                            47,561             47,187
 Furniture and fixtures                               18,918             23,272
 Leasehold improvements                               23,527             18,664
 Construction in progress                                590                540
                                                     -------             ------
                                                      90,596             89,663
 Less accumulated depreciation                       (62,492)           (60,092)
                                                     -------            -------
 Net property and equipment                           28,104             29,571
                                                     -------            -------
OTHER ASSETS AND DEFERRED COSTS (net of
 accumulated amortization: 2001-$2,287; 2000-$2,142)   7,625              7,766

DEFERRED INCOME TAX ASSETS                               385                385

GOODWILL AND OTHER INTANGIBLE ASSETS (net of
 accumulated amortization: 2001-$2,859; 2000-$2,691)   1,728              1,913
                                                     -------            -------
                                                    $ 93,363           $ 90,888
                                                     =======            =======

                                     Page 3

                       LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES NOT SUBJECT TO COMPROMISE:

CURRENT LIABILITIES:
 Accounts payable                                   $    469           $    783
 Accrued expenses and other current liabilities       21,997             19,693
 Revolving credit facility and term loan              12,897             12,911
                                                     -------            -------
     Total current liabilities                        35,363             33,387
                                                     -------             ------

LIABILITIES SUBJECT TO COMPROMISE                    172,713            170,824

COMMITMENTS AND CONTINGENCIES                             --                 --

SHAREHOLDERS' DEFICIT:
 Preferred stock, $1 par value; 5,000,000 shares
  authorized, none issued
 Common stock, $.01 par value; 100,000,000 shares
  authorized,  21,169,103 shares issued and
  outstanding as of March 31, 2001 and December 30,
  2000, respectively                                     211                211
 Additional paid-in capital                           47,387             47,387
 Retained deficit                                   (158,238)          (156,848)
 Accumulated other comprehensive income               (4,073)            (4,073)
                                                     --------           -------
      Total shareholders' deficit                   (114,713)          (113,323)
                                                     -------            -------
                                                   $  93,363          $  90,888
                                                     =======            =======

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

                                     Page 4

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

                                                           Three Months Ended

                                                        ------------------------
                                                         March 31,      April 1,
                                                           2001           2000
                                                           ----           ----
                                                                  
NET SALES                                                $74,735        $83,180
COST OF GOODS SOLD                                        34,525         36,745
                                                         -------        -------
GROSS PROFIT                                              40,210         46,435
SELLING, GENERAL, AND
  ADMINISTRATIVE EXPENSE                                  39,071         45,759
IMPAIRMENT LOSS ON LONG-LIVED ASSETS                          --          2,684
RESTRUCTURING EXPENSE                                         --          1,601
                                                         -------        -------
OPERATING INCOME/(LOSS)                                    1,139         (3,609)
INTEREST EXPENSE, NET                                        739          5,330
                                                         -------        -------
INCOME/(LOSS) BEFORE REORGANIZATION ITEMS AND TAXES          400         (8,939)
REORGANIZATION ITEMS                                       1,789             --
                                                         -------        -------
LOSS BEFORE TAXES AND CUMULATIVE EFFECT                   (1,389)        (8,939)
INCOME TAX EXPENSE                                            --             --
                                                         -------        -------
NET LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE
  IN ACCOUNTING PRINCIPLE                                 (1,389)        (8,939)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE         --         (3,378)
                                                         -------       --------
NET LOSS                                                 $(1,389)      $(12,317)
                                                         =======       ========

BASIC LOSS PER SHARE:
    LOSS BEFORE CUMULATIVE EFFECT                        $ (0.07)       $ (0.42)
    LOSS FROM CUMULATIVE EFFECT                               --          (0.16)
                                                         -------        -------
NET LOSS PER BASIC SHARE                                 $ (0.07)       $ (0.58)
                                                         =======        =======

DILUTED LOSS PER SHARE
    LOSS BEFORE CUMULATIVE EFFECT                        $ (0.07)       $ (0.42)
    LOSS FROM CUMULATIVE EFFECT                               --          (0.16)
                                                         -------        -------
NET LOSS PER DILUTED SHARE                               $ (0.07)       $ (0.58)
                                                         =======        =======

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

                                     Page 5

                               VISTA EYECARE, INC.
                            (DEBTORS-IN-POSSESSION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                 (In thousands)

                                                          Three Months Ended

                                                        -----------------------
                                                         March 31,     April 1,
                                                           2001          2000
                                                           ----          ----
                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $(1,389)    $(12,317)
                                                           -------     --------
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:

  Depreciation and amortization                              2,867        4,816
  Impairment of long-lived assets                               --        2,684
  Restructuring expense                                         --        1,601
  Reorganization items                                       1,789           --
  Cumulative effect of a change in accounting principle         --        3,378
  Changes in operating assets and liabilities:
    Receivables                                             (1,036)        (533)
    Inventories                                              1,124       (1,646)
    Other current assets                                      (453)         422
    Other assets                                               152          628
    Accounts payable                                          (314)       5,399
    Accrued expenses and other current liabilities           2,304        2,673
    Liabilities subject to compromise                          133           --
                                                           -------      -------
        Total adjustments                                    6,566       19,422
                                                           -------      -------
        Net cash provided by operating activities            5,177        7,105
                                                           -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                        (1,259)      (2,445)
                                                           -------      -------
        Net cash used in investing activities               (1,259)      (2,445)
                                                           -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments on revolving credit facility                  (76,423)     (88,093)
  Advances on revolving credit facility                     76,408       84,769
  Repayments on notes payable and capital leases                --         (619)
  Deferred financing costs                                      --         (108)
                                                           -------      -------
        Net cash used in financing activities                  (15)      (4,051)
                                                           -------      -------
NET INCREASE IN CASH                                         3,903          609
CASH, beginning of period                                    8,066        2,886
                                                           -------      -------
CASH, end of period                                        $11,969      $ 3,495
                                                           =======      =======

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

                                     Page 6

                               VISTA EYECARE, INC.
                            (DEBTORS-IN-POSSESSION)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

                                   (Unaudited)

(1)  BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared by Vista Eyecare,  Inc. ("Vista" or 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  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  29,  2001.  Certain  amounts  in the April 1,  2000  condensed
consolidated financial statements have been reclassified to conform to the March
31, 2001 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.

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect  the  Company  will  emerge  from  Chapter 11 in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the settlement of unsecured claims at less than 100% of face value. The existing
Common Stock will be cancelled,  resulting in existing shareholders receiving no
value for their interests.

     The  proposed  plan  of  reorganization  includes  the  conversion  of  the
Company's pre-petition unsecured claims into new secured notes and common stock.
The secured  notes will have a face value of $120  million and will pay interest
of 12% twice a year at the end of March and  September.  The notes have an eight
year duration with principal  repayments based on excess cash balances available
at each interest payment date.

                                     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.  As discussed above,  management has submitted a plan of reorganization
to the  Bankruptcy  Court.  The  ability of the  Company to  continue as a going
concern and the  appropriateness  of using the going  concern basis is dependent
upon,  among  other  things,  (i) the  Company's  ability  to  comply  with  the
debtor-in-possession  financing agreements ("DIP" Facility),  (ii) the Company's
ability  to  obtain  financing  upon  expiration  of  the  DIP  Facility,  (iii)
confirmation  of a plan of  reorganization  under the Bankruptcy  Code, (iv) the
Company's ability to achieve profitable operations after such confirmation,  and
(v) the Company's  ability to generate  sufficient  cash from operations to meet
its obligations.

    The Company  believes  that the DIP Facility  will provide it with adequate
liquidity  to  conduct  its  operations  while  it  awaits  confirmation  of its
reorganization  plan.  The Company is currently  working to establish a secured,
revolving  credit  facility  which  will  replace  the DIP  Facility  (the "Exit
Facility"). As of May 15, 2001, the Company was finalizing the terms of the Exit
Facility.  It is anticipated that the proposed Exit Facility will have a term of
3 years,  bear  interest at the prime rate plus 0.25% per annum or at LIBOR plus
2.50% and,  subject to customary  terms and  conditions,  is expected to provide
availability of $9.5 million,  inclusive of letter of credit  requirements.  The
Exit Facility should provide the Company with adequate  liquidity upon emergence
from bankruptcy. However, no assurances can be given that the Exit Facility will
be finalized or that it will be completed with the terms discussed above.

     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 adjustments 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) ACCOUNTING DURING REORGANIZATION PROCEEDINGS

     Entering  the  reorganization  proceedings  does not  affect or change  the
application of generally accepted accounting  principles followed by the Company
in the preparation of its consolidated financial statements. During the pendency
of the  Chapter 11 Cases,  our  consolidated  financial  statements  distinguish
transactions  and events that are directly  associated  with the  reorganization
from the ongoing  operations  of the  business in  accordance  with the American
Institute  of  Certified  Public  Accountants'  Statement  of  Position  90-7  -
"Financial  Reporting by Entities in  Reorganization  under the Bankruptcy Code"
("SOP 90-7"). The Company's  consolidated  balance sheets segregate  Liabilities
Subject to Compromise from  liabilities not subject to compromise.  In addition,
we have  stopped  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.

                                     Page 8

Liabilities Subject to Compromise

     Liabilities  Subject to Compromise refers to liabilities  incurred prior to
the  commencement  of the Chapter 11 Cases,  including  those  considered by the
Bankruptcy  Court to be  pre-petition  claims,  such as claims  arising out of a
rejection of a lease for real property.  These liabilities  consist primarily of
amounts  outstanding  under  long-term debt and also include  accounts  payable,
accrued interest,  accrued restructuring costs and other accrued expenses. These
amounts  represent  the  Company's  estimate of known or potential  claims to be
resolved  in the  Chapter  11  Cases.  Such  claims  remain  subject  to  future
adjustments.  Adjustments may result from (1)  negotiations;  (2) actions of the
Bankruptcy Court; (3) further  development with respect to disputed claims;  (4)
future rejection of additional  executory contracts or unexpired leases; (5) the
determination as to the value of any collateral  securing claims;  (6) proofs of
claim;  or (7)  other  events.  Payment  terms  for  these  amounts,  which  are
considered long-term liabilities at this time, will be established in connection
with the Chapter 11 Cases.

     The principal  categories of claims  classified as  Liabilities  Subject to
Compromise  in the Chapter 11 Cases are identified below: (amounts in thousands)

                                          March 31, 2001     December 30, 2000
                                          --------------     -----------------
       Accounts payable                    $ 26,786             $ 25,856
       Accrued expenses                       3,002                2,717
       Provision for rejected contracts       3,839                3,142
       Senior notes, net of discount
         including $7,480 accrued interest  131,266              131,266
       Other long-term debt and capital
         lease obligations                    7,820                7,843
                                           --------             --------
                                           $172,713             $170,824
                                           ========             ========

     The  Company  has  received  approval  from  the  Bankruptcy  Court  to pay
pre-petition  and  post-petition  employee wages,  salaries,  benefits and other
employee obligations,  to pay vendors and other providers in the ordinary course
for goods and services received from April 5, 2000 and to honor customer service
programs,  including warranties and returns. These items are recorded as accrued
expenses not subject to compromise.

(4) REORGANIZATION ITEMS,  RESTRUCTURING  EXPENSES  AND IMPAIRMENT OF LONG-LIVED
    ASSETS.

General

     In the first  quarter of 2000 and 2001,  we  recorded  charges  relating to
store closings,  to impairment of long-lived  assets and to expenses incurred in
the Chapter 11 Cases. Generally accepted accounting principles require different
presentations  depending  on whether we  incurred  the cost  before or after the
filing of the Chapter 11 Cases.

                                     Page 9

Impairment of Fixed Assets and Restructuring Expenses

     We have recorded  charges for impairment of fixed assets and  restructuring
expenses in  connection  with stores  closed before the filing of the Chapter 11
Cases.  Emerging  Issues  Task Force Issue  94-03,  "Liability  Recognition  for
Certain Employee  Termination  Benefits to Exit an Activity  (Including  Certain
Costs Incurred in a  Restructuring)",  requires that we present these charges as
components of operating income.

     In connection  with stores closed after the filing of the Chapter 11 Cases,
we have recorded  charges for  impairment of fixed assets and for  restructuring
expenses.  All expenses of this nature  incurred after the first quarter of 2000
have been presented as reorganization items, below operating income.

Summary of Restructuring Charges

     The table below  summarizes  charges  for  impairment  of fixed  assets and
restructuring expenses incurred in the first quarter of 2000. These charges were
incurred before the Company began the Chapter 11 Cases:(amounts in thousands)

                                                      First Quarter 2000
                                                      ------------------
      Impairment of fixed assets                            $2,684

      Restructuring expense

        Provision for rejected leases                       $1,362
        Other store closing costs                              239
                                                            ------
                                                            $1,601
                                                            ======

     Impairment and  restructuring  charges  incurred after the first quarter of
2000 are  considered  reorganization  items and are  presented  below  operating
income.

Summary of Reorganization Items

     Results for the first  quarter of 2001 include  charges which were incurred
after  the  Company  filed  the  Chapter  11  Cases.  Expenses  related  to  the
reorganization  process and the Chapter 11 Cases are  considered  reorganization
items. The table below summarizes these charges: (amounts in thousands)

                                                      First Quarter 2001
                                                      ------------------
       Impairment of fixed assets                        $      33
       Provision for rejected leases                           697
       Other store closing costs                                37
       Professional fees                                     1,008
       Interest income on accumulated cash                     (89)
       Other reorganization costs                              103
                                                         ---------
                                                         $   1,789
                                                         =========

                                     Page 10

     The following  represents  activity in the restructuring and reorganization
provisions during the first quarter of 2001:  (amounts in thousands)

                          Accrued at      Charged            Accrued at
                      December 30, 2000  to expense  Paid  March 31, 2001
                      -----------------  ----------  ----  --------------
Restructuring and
  reorganization items     $ 4,727         $1,697   $ 701      $5,723

(5)  INCOME TAXES

     Vista  recorded a pre-tax  operating  loss of $1.4  million in the  Current
Three Months.  The resulting income tax benefit was approximately  $0.5 million.
We have  established  a  valuation  allowance  equal  to the  amount  of the tax
benefit.

(6)  CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE

     In  December  1999,  the SEC issued  Staff  Accounting  Bulletin  No.  101,
"Revenue Recognition in Financial Statements". SAB 101 summarizes the SEC's view
in  applying  generally  accepted  accounting  principles  to  selected  revenue
recognition  issues.  Prior to the adoption of SAB 101,  the Company  recognized
revenues  and the  related  costs  from  retail  sales  when at least 50% of the
payment  was  received.  In  response  to SAB 101,  the  Company is  required to
recognize  revenue upon delivery of the product.  The amount of cash received at
the time the customer's  order is placed is recorded as a deposit  liability and
is presented within accrued liabilities. The effect of this change in accounting
principle was applied  cumulatively as of the beginning of 2000 and totaled $3.4
million.

(7)  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

                                                  --------------------------
                                                  March 31,        April 1,
                                                    2001             2000
                                                    ----             ----
Net Loss Before Cumulative Effect                 $ (1,389)        $ (8,939)
Cumulative Effect                                       --           (3,378)
                                                  --------          -------
Net Loss                                          $ (1,389)        $(12,317)
                                                  ========         ========

Weighted Shares Outstanding                         21,169           21,179
  Basic and Diluted Loss per Share Before
    Cumulative Effect                             $  (0.07)        $  (0.42)
Cumulative Loss per Basic and Diluted Share             --         $  (0.16)
                                                  --------         --------
Net Loss per Basic and Diluted Share              $  (0.07)        $  (0.58)
                                                  ========         ========

     No  outstanding  options were  included in the above  calculation  as their
impact would be anti-dilutive.

                                     Page 11

(8)  SUPPLEMENTAL DISCLOSURE INFORMATION

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

                                     March 31,            December 30,
                                       2001                   2000
                                      ------                 ------
Raw Material                         $22,234                $22,175
Finished Goods                         7,070                  8,153
Supplies                               1,050                  1,150
                                      ------                 ------
                                     $30,354                $31,478
                                      ======                 ======

     Since filing for  protection  under Chapter 11 of the  Bankruptcy  Code, we
have stopped accruing interest on unsecured debt.  Contractual  interest for the
quarter  ending  March 31, 2001 was $5.1  million.  The  components  of interest
expense, net, may be summarized as follows:

                                            Three Months Ended
                                            ------------------
                                      March 31,               April 1,
                                       2001                    2000
                                       -----                   -----
Interest expense on debt
  and capital leases                  $  559                  $5,010
Purchase discounts on invoice
  payments                               (30)                     (1)
Finance fees and amortization of
  hedge and swap agreements              190                     325
Interest income                           --                      (1)
Other                                     20                      (3)
                                      ------                  ------
                                      $  739                  $5,330
                                      ======                  ======

     Results for the three months ended March 31, 2001 exclude  interest  income
of $89,000.  This amount was treated as a  reorganization  item.  (See Note 4 to
Condensed Consolidated Financial Statements.)

(9)  SUBSEQUENT EVENTS

     On April 20,  2001,  the  Company  completed  the sale of its  freestanding
retail  operations  to  Vista   Acquisition  LLC  (the  "Buyer").   We  received
consideration of approximately $7.5 million,  consisting of $6.0 million in cash
and $1.5  million in notes  receivable.  The assets sold  consist  primarily  of
furniture,  fixtures and inventory at approximately  200 freestanding  locations
and inventory and equipment at the Fullerton, California laboratory/distribution
center.

                                     Page 12

     In a related transaction, Vista agreed to sell to the Buyer its interest in
a subsidiary for $1.0 million note receivable. This subsidiary owns a portion of
the equipment in  approximately  half of the  freestanding  locations sold. This
transaction  is  expected  to close in the summer of 2001.  For  purposes of the
unaudited  pro  forma  financial  information,   these  transactions  have  been
combined.

     Pro forma unaudited financial results of operations are presented below, as
if the freestanding  operations were disposed of at the beginning of the periods
presented.  The pro forma results  presented  include  certain  adjustments  and
estimates by management.  The pro forma information does not necessarily reflect
actual  results that would have  occurred nor is it  necessarily  indicative  of
future results of operations of the Company without the freestanding operations.

                                               March 31, 2001     April 1, 2000
                                               --------------     -------------
    Net sales                                  $ 61,021            $ 65,518
    Gross profit                               $ 33,409            $ 36,605
    Operating income                           $  4,475            $  4,112
    EBITDA prior to significant provisions     $  7,277            $  7,196

     EBITDA  is  calculated  as  operating   income  before   interest,   taxes,
depreciation  and  amortization.  EBITDA  prior  to  significant  provisions  is
calculated  as EBITDA  prior to  Restructuring  Expense,  Reorganization  Items,
Extraordinary  Items  and  the  Cumulative  Effect  of a  Change  in  Accounting
Principle.

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  (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.

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect  the  Company  will  emerge  from  Chapter 11 in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the settlement of unsecured claims at less than 100% of face value. The existing
Common Stock will be cancelled,  resulting in existing shareholders receiving no
value for their interests.

     The  proposed  plan  of  reorganization  includes  the  conversion  of  the
Company's pre-petition unsecured claims into new secured notes and common stock.
The secured  notes will have a face value of $120  million and will pay interest
of 12% twice a year at the end of March and  September.  The notes have an eight
year duration with principal  repayments based on excess cash balances available
at each interest payment date.

                                     Page 13

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 March 31, 2001, the Company operated 706 vision centers,  versus
935 vision centers at April 1, 2000.

THREE MONTHS ENDED MARCH 31, 2001 (THE "CURRENT THREE MONTHS") COMPARED TO
THREE MONTHS ENDED APRIL 1, 2000 (THE "PRIOR THREE MONTHS")

CONSOLIDATED RESULTS

     NET SALES.  The Company  recorded net sales of $74.7 million in the Current
Three  Months,  a decrease of 10% over sales of $83.2 million in the Prior Three
Months. Sales decreased due to the following:

o        The Company closed 91 freestanding  stores in April 2000.  These stores
         had sales of $2.8 million in the first quarter of 2000.

o        The  Company  closed  all of its  Sam's  Club  operations  in the third
         quarter of 2000. These locations had sales of $5.4 million in the first
         quarter of 2000.

     Net sales from  international  operations  increased to $1.3 million in the
Current Three Months from $1.2 million in the comparable period a year ago.

                                     Page 14

     GROSS PROFIT. In the Current Three Months,  gross profit decreased to $40.2
million from $46.4  million in the Prior Three  Months.  This  decrease in gross
profit  dollars  was  primarily  driven by a  reduction  in sales  caused by the
closure of approximately 91 freestanding locations and the Sam's Club locations.
Gross  margin as a percent of sales  decreased  to 53.8% from 55.8% in the Prior
Three Months.  Gross margin percentage was also negatively impacted by the store
closures described  above, as the Fullerton lab experienced a decrease in volume
resulting  in a loss of  efficiency  in the lab  operation.  In  addition,  rent
expense  which is a component of Gross  Profit,  increased as a percent of sales
for the  Wal-Mart  division.  This was due to  approximately  42 vision  centers
entering the "3-year  option  period" of the Wal-Mart  lease.  The option period
effectively  increases each location's minimum rent requirement.  We expect this
trend of increased rent to continue as additional  Wal-Mart  locations enter the
"option period" of their lease.

     SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE ("SG&A expense"). SG&A expense
(which  includes  both  store  operating  expenses  and  home  office  overhead)
decreased to $39.1  million in the Current  Three Months from $45.8  million for
the Prior Three  Months.  The dollar  decrease was primarily the result of fewer
payroll,  depreciation  and  other  expenses  due to the  above-mentioned  store
closures.  SG&A expense  also  decreased as a percent of sales from 55.0% in the
Prior Three Months to 52.3% in the Current Three Months.

     The percentage decrease in SG&A was due to the following:

o    A 2.1%  decrease in retail and field  supervision  payroll  costs.  This is
     primarily the result of the store  closures in 2000.  The closed stores had
     higher payroll costs as a percent of sales.

o    A 1.9% decrease in depreciation and amortization costs due to the third
     quarter 2000  goodwill  impairment of $100.8  million,  and fixed asset
     impairment of $12.0 million.

     These decreases were partially offset by:

o    an  increase  in  third-party  processing  costs as a result  of  increased
     managed care sales and receipts,

o    an  increase  in  group  health  benefit  costs  due  to  increased  claims
     experience, and

o    an  increase  in  workers'   compensation   costs,  due  to  rising  claims
     experience.

     IMPAIRMENT LOSS,  RESTRUCTURING  EXPENSE AND  REORGANIZATION  ITEMS. 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.

     Also,  in the first  quarter of 2000,  the Company  recorded a $1.6 million
reserve for  anticipated  closing costs of stores.  This charge was comprised of
$1.4 million in lease  termination  costs and  $239,000 in  severance  and other
closing costs.

                                     Page 15

     Generally  accepted  accounting  principles  require  that  these  charges,
incurred prior to the Company's  filing for Chapter 11 protection,  be presented
as components of operating income. Charges of this nature incurred subsequent to
the  Company's  Chapter  11  filing  are  presented  below  operating  income as
"Reorganization  Items."  Results for the first quarter of 2001 include  charges
which were  incurred  after the  Company's  Chapter 11 filing.  The table  below
summarizes these charges: (amounts in thousands)

                                                      First Quarter 2001
                                                      ------------------
       Impairment of fixed assets                        $      33
       Provision for rejected leases                           697
       Other store closing costs                                37
       Professional fees                                     1,008
       Interest income on accumulated cash                     (89)
       Other reorganization costs                              103
                                                         ---------
                                                         $   1,789
                                                         =========

     OPERATING  INCOME.  Operating  income for the Current Three Months prior to
restructuring  reserves and the impairment loss on long-lived assets,  increased
to $1.1 million from $0.7 million in the Prior Three Months. Operating income as
a percentage of sales prior to the restructuring reserve and the impairment loss
was 1.5% in the  Current  Three  Months,  compared  to 0.8% in the  Prior  Three
Months.  This increase was  primarily due to the closure of the 91  freestanding
locations and the Sam's Club locations.

     INTEREST  EXPENSE.  Interest Expense  decreased to $0.7 million compared to
$5.3  million in the Prior Three  Months.  As a result of the Chapter 11 filing,
the Company  stopped  accruing  interest on unsecured  debt until we emerge from
Chapter 11 or it becomes  probable  that we will pay these  amounts as part of a
plan of reorganization.  Contractual  interest for the first quarter of 2001 was
$5.1 million.

     CUMULATIVE  EFFECT OF A CHANGE IN ACCOUNTING  PRINCIPLE.  In December 1999,
the SEC issued  Staff  Accounting  Bulletin  No. 101,  "Revenue  Recognition  in
Financial  Statements".  SAB 101 summarizes the SEC's view in applying generally
accepted accounting  principles to selected revenue recognition issues. Prior to
the adoption of SAB 101, the Company  recognized  revenues and the related costs
from retail sales when at least 50% of the payment was received.  In response to
SAB 101,  the Company is  required to  recognize  revenue  upon  delivery of the
product.  The amount of cash received at the time the customer's order is placed
is recorded as a deposit liability and is presented within accrued  liabilities.
The effect of this change in accounting principle was applied cumulatively as of
the beginning of 2000 and totaled $3.4 million.

     BENEFIT FOR INCOME TAXES.  Vista recorded a pre-tax  operating loss of $1.4
million in the  Current  Three  Months.  The  resulting  income tax  benefit was
approximately $0.5 million.  We have established a valuation  allowance equal to
the amount of the tax benefit.

     NET INCOME.  The Company posted a net loss of $1.4 million,  or ($0.07) per
share,  versus a net loss of $12.3 million,  or ($0.58) per share,  in the Prior
Three Months.

                                Page 16

LIQUIDITY AND CAPITAL RESOURCES

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

     On April 5, 2000,  the Company filed for  protection  under Chapter 11. The
Bankruptcy  Court  permitted  the  Company to enter into a  Debtor-in-Possession
("DIP") Credit Facility.  As of March 31, 2001, the Company had borrowed a total
of $12.9 million  (inclusive  of the $12.5 million term loan portion)  under the
DIP Facility. The term of the DIP Facility expires on May 31, 2001.

     The Company  believes  that the DIP Facility  will provide it with adequate
liquidity  to  conduct  its  operations  while  it  awaits  confirmation  of its
reorganization  plan.  The Company is currently  working to establish a secured,
revolving  credit  facility  which  will  replace  the DIP  Facility  (the "Exit
Facility"). As of May 15, 2001, the Company was finalizing the terms of the Exit
Facility.  It is anticipated that the proposed Exit Facility will have a term of
3 years,  bear  interest at the prime rate plus 0.25% per annum or at LIBOR plus
2.50% and,  subject to customary  terms and  conditions,  is expected to provide
availability of $9.5 million,  inclusive of letter of credit  requirements.  The
Exit Facility should provide the Company with adequate  liquidity upon emergence
from bankruptcy. However, no assurances can be given that the Exit Facility will
be finalized or that it will be completed with the terms discussed above.

     In  March  2001,  the  Company  filed a plan  or  reorganization  with  the
bankruptcy  court.  Management  expects  the plan to be  approved  in the second
quarter of 2001. In the Company's plan or reorganization, Liabilities Subject to
Compromise are estimated to be $175 million and are expected to be converted, at
approximately  80% of face value,  into a  combination  of new secured notes and
common stock.  The secured notes will have a face value of $120 million and will
pay  interest of 12% twice a year at the end of March and  September.  The notes
have an eight year  duration  with  principal  repayments  based on excess  cash
balances  available at each  interest  payment  date.  It also  provides for the
cancellation  of the Company's  current Common Stock.

     If the plan of  reorganization  is approved by the  Bankruptcy  Court,  the
Company  will adopt  "fresh  start"  accounting  principles  as contained in the
AICPA's  Statement  of  Position  90-7,  "Financial  Reporting  by  Entities  in
Reorganization  under the Bankruptcy Code." "Fresh Start" accounting  principles
require that we determine the reorganization  value of the reorganized  Company.
The Company's  reorganization value is based on financial  projections developed
by the Company,  the credit committee and their respective  financial  advisors.
Such projections were submitted to the court and to creditors for review via the
Company's disclosure statement  accompanying the proposed  Reorganization Plans.
The  reorganization  value will be allocated,  based on estimated fair values to
specific   identifiable   assets  of  the  Company.   To  the  extent  that  the
reorganization   value  of  the  Company  exceeds  the  value  of  the  specific
identifiable assets, the Company will record an intangible asset.

     We do not know whether the reorganization  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 carry-forwards.

     Under the proposed plan of  reorganization,  it is the Company's  intent to
use cash reserves for its ongoing operations and for payment of interest expense
and repayment of principal on the Company's  outstanding debt. Subsequent to the
first  quarter of 2001,  the Company has repaid  approximately  $7.0  million of
principal on the DIP Facility.

                                     Page 17

     In  April  2001,  the  Company  finalized  the  sale  of  its  freestanding
operations for consideration of $7.5 million, consisting of $6.0 million in cash
and $1.5 million in notes receivable. The Company anticipates that cashflow from
operations will improve with the disposition of the freestanding operations.

     We plan, as of April 1, 2001, to open one Wal-Mart vision center during the
remainder of 2001. 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 $140,000 for fixed
assets and approximately $25,000 for inventory.

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
2000 could materially affect the Company's actual results.

                                     Page 18

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

     Market risk is the potential change in an instrument's  value cause by, for
example,  fluctuations in interest and currency  exchange  rates.  The Company's
primary market risk exposures are interest rate risk and the risk of unfavorable
movements  in  exchange  rates  between the U.S.  dollar and the  Mexican  peso.
Monitoring and managing these risks is a continual process carried out by senior
management, which reviews and approves the Company's risk managment policies. We
manage  market risk on the basis of an ongoing  assessment of trends in interest
rates, foreign exchange rates, and economic  developments,  giving consideration
to possible  effects on both total return and reported  earnings.  The Company's
financial advisors, both internal and external, provide ongoing advice regarding
trends that affect management's assessment.

Interest Rate Risk

     The Company  borrows  long-term debt under our credit  facility at variable
interest  rates.  We  therefore  incur the risk of increased  interest  costs if
interest rates rise.

Foreign Exchange Rate Risk

     Historically,  Mexico qualified as a highly inflationary  economy under the
provisions of SFAS No. 52,  "Foreign  Currency  Translation".  Consequently,  in
1997, the financial  statements of the Mexico operation were remeasured with the
U.S. dollar as the functional currency.  Since 1997, we have recorded immaterial
losses  because of changes in foregin  currency  rates  between the peso and the
U.S. dollar.

                                    Page 19

                                     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***

     *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.

 (b) Reports on Form 8-K.

         The  following  reports  on Form 8-K have been  filed  during  the last
         quarter of the period covered by this report:

         Date of Report           Item Reported      Financial Statements Filed
      -----------------        -------------      --------------------------
      February 23, 2001              5                    None
      March 15, 2001                 5                    None
      March 16, 2001                 5                    None

                                    Page 20

                                   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 15, 2001

                                     Page 21