<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1999

                                                       REGISTRATION NO.333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                U.S. VISION, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                             <C>       
            DELAWARE                          5995                     22-3032948
(State or other jurisdiction of    (Primary standard industrial     (I.R.S. Employer
 incorporation or organization)     classification code number)    Identification No.)
</TABLE>

                                 1 HARMON DRIVE
                            GLEN OAKS INDUSTRIAL PARK
                           GLENDORA, NEW JERSEY 08029
                                 (609) 228-1000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)


                       U.S. VISION, INC. STOCK OPTION PLAN

                            (Full title of the plan)




            WILLIAM A. SCHWARTZ, JR.                COPIES OF COMMUNICATIONS TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                 U.S. VISION, INC.                      BRIAN M. LIDJI, ESQ.
                 1 HARMON DRIVE                         SAYLES & LIDJI, P.C.
            GLEN OAKS INDUSTRIAL PARK                  4400 RENAISSANCE TOWER
           GLENDORA, NEW JERSEY 08029                     1201 ELM STREET
                (609) 228-1000                          DALLAS, TEXAS  75270
  (NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE            (214) 939-8700
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
                                              Proposed maximum   Proposed maximum
Title of each class of          Amount to      offering price        aggregate          Amount of
securities to be registered   be registered      per unit(1)     offering price(1)   registration fee
-----------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                <C>                 <C>
Common Stock, $0.01
par value per share             1,300,000          $7.10            $9,230,000           $2,800
=====================================================================================================
</TABLE>

----------
(1)        Estimated pursuant to Rule 457 under the Securities Act of
           1933 solely for the purpose of calculating the registration fee based
           on 639,665 shares reserved for issuance and subject to options
           already granted at $7.69 per share and 660,335 shares reserved for
           issuance under future options.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(i) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         U.S. Vision, Inc. (the "Company") hereby incorporates by reference into
this registration statement the following documents previously filed with the
Commission:

         (1)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended January 31, 1998;

         (2)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 30, 1998;

         (3)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 1998;

         (4)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended October 31, 1998; and

         (5)      the description of the Company's common stock contained in the
                  Company's registration statement on Form S-1, No. 333-35819,
                  filed on September 17, 1997, and declared effective December
                  1, 1997, including any amendment or report filed for the
                  purpose of updating such description;

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
<PAGE>   3
ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company's Common Stock, par value $0.01 per share, is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of the Company provides for
the indemnification of directors and officers to the fullest extent permitted by
the Delaware General Corporation Law.

         Generally, the Delaware General Corporation Law permits a corporation
to indemnify a person who was or is an officer, director, agent, or employee, or
who serves at the corporation's request as an officer, director, agent, or
employee, of another corporation, partnership, trust joint venture, or other
enterprise ("nominee"), who was, is, or is threatened to be named a defendant in
a legal proceeding by virtue of such person's position in the corporation or
nominee, but only if the person acted in good faith and reasonably believed that
the conduct was in or at least not opposed to the corporation's best interest,
and, in the case of a criminal proceeding, the person had no reasonable cause to
believe the conduct was unlawful. A person may be indemnified within the above
limitations against judgments, fines, settlements, and reasonable expenses
actually incurred. Generally, an officer director, agent, or employee of the
corporation or nominee may not be indemnified, however, against judgments,
fines, and settlements incurred in a proceeding in which the person is found
liable to the corporation and may not be indemnified for expenses unless, and
only to the extent that, in view of all the circumstances, the person is fairly
and reasonably entitled to indemnification for such expenses. A corporation must
indemnify a director, officer, employee, or agent against reasonable expenses
incurred in connection with a proceeding in which the person is a party because
of the person's corporate position, if the person was successful, on the merits
or otherwise, in the defense of the proceeding. Under certain circumstances, a
corporation may also advance expenses to such person. Under the Delaware General
Corporation Law, a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation against any liability asserted against and incurred by the person in
such capacity, or arising out of the person's status as such a person,
regardless of whether the applicable law otherwise empowers the corporation to
indemnify that person against such liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.


                                        2
<PAGE>   4
ITEM 8.  EXHIBITS

         The following documents are filed as a part of this Registration
Statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. The Index to Exhibits
included with the exhibits is filed as a part of this report.

         Exhibit                     Description
         -------                     -----------

         4.1      U.S. Vision, Inc. Stock Option Plan, including a form of
                  option agreement

         5.1      Opinion of Sales & Lidji, P.C.

         23.1     Consent of Sales & Lidji, P.C. (included in their opinion
                  filed as Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP

         24.1     Power of Attorney (see signature page of this Registration
                  Statement)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) to file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

                  (2) that for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                  (3) to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act


                                        3
<PAGE>   5
         and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit, or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction of the question whether such indemnification
         by it is against public policy as expressed in the Securities Act and
         will be governed by the final adjudication of such issue.


                                        4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Glendora, State of New Jersey, on the 28th day of January, 1999.

                                       U.S. VISION, INC.


                                       By: /s/ William A. Schwartz, Jr.
                                           -------------------------------------
                                           William A. Schwartz, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each individual whose signature appears below hereby designates and
appoints William A. Schwartz, Jr., and Kathy G. Cullen, as such person's true
and lawful attorney-in-fact and agent (the "Attorney-in-Fact") with full power
of substitution and resubstitution, for such person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as either
Attorney-in-Fact deems appropriate and requests to accelerate the effectiveness
of this registration statement, and to file each such amendment with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such Attorney-in-Fact and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that such Attorney-in-Fact or either of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 28th day of January, 1999.

        SIGNATURE                                  TITLE
        ---------                                  -----

/s/ William A. Schwartz, Jr.         President, Chief Executive Officer, and 
---------------------------------    Director (Principal Executive Officer)
    William A. Schwartz, Jr.     


/s/ Kathy G. Cullen                  Senior Vice President and Chief Financial 
---------------------------------    Officer (Principal Financial and Accounting
    Kathy G. Cullen                  Officer)


/s/ G. Kenneth Macrae                Director
---------------------------------
    G. Kenneth Macrae


/s/ Richard K. McDonald              Director
---------------------------------
    Richard K. McDonald


/s/ Dennis J. Shaughnessy            Director
---------------------------------
    Dennis J. Shaughnessy


/s/ E. Theodore Stolberg             Director
---------------------------------
    E. Theodore Stolberg


/s/ J. Roger Sullivan, Jr.           Director
---------------------------------
    J. Roger Sullivan, Jr.


/s/ David M. Tracy                   Director
---------------------------------
    David M. Tracy


/s/ Peter M. Troup                   Director
---------------------------------
    Peter M. Troup
<PAGE>   7
                                INDEX TO EXHIBITS


EXHIBIT
  NO.                         DESCRIPTION OF EXHIBIT
  ---                         ----------------------

4.1               U.S. Vision , Inc. 1996 Stock Option Plan, including a form of
                  option agreement

5.1               Opinion of Sales & Lidji, P.C.

23.1              Consent of Sales & Lidji, P.C. (included in their opinion 
                  filed as Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

24.1              Power of Attorney (see signature page of this Registration 
                  Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 U.S. VISION, INC.", "secsgml_size_bytes": 17430}]
{"company-data": {"conformed-name": "U S VISION INC", "cik": "0001045639", "assigned-sic": "5990", "irs-number": "223032948", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71619", "film-number": "99519455"}, "business-address": {"street1": "1 HARMON DRIVE", "city": "BLACKWOOD", "state": "NJ", "zip": "08012", "phone": "6092281000"}, "mail-address": {"street1": "1 HARMON DRIVE", "city": "BLACKWOOD", "state": "NJ", "zip": "08012"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1999

                                                       REGISTRATION NO.333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                U.S. VISION, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                          5995                     22-3032948
(State or other jurisdiction of    (Primary standard industrial     (I.R.S. Employer
 incorporation or organization)     classification code number)    Identification No.)
1 HARMON DRIVE
                            GLEN OAKS INDUSTRIAL PARK
                           GLENDORA, NEW JERSEY 08029
                                 (609) 228-1000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                       U.S. VISION, INC. STOCK OPTION PLAN

                            (Full title of the plan)

            WILLIAM A. SCHWARTZ, JR.                COPIES OF COMMUNICATIONS TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                 U.S. VISION, INC.                      BRIAN M. LIDJI, ESQ.
                 1 HARMON DRIVE                         SAYLES & LIDJI, P.C.
            GLEN OAKS INDUSTRIAL PARK                  4400 RENAISSANCE TOWER
           GLENDORA, NEW JERSEY 08029                     1201 ELM STREET
                (609) 228-1000                          DALLAS, TEXAS  75270
  (NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE            (214) 939-8700
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                              Proposed maximum   Proposed maximum
Title of each class of          Amount to      offering price        aggregate          Amount of
securities to be registered   be registered      per unit(1)     offering price(1)   registration fee
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01
par value per share             1,300,000          $7.10            $9,230,000           $2,800
=====================================================================================================
----------
(1)        Estimated pursuant to Rule 457 under the Securities Act of
           1933 solely for the purpose of calculating the registration fee based
           on 639,665 shares reserved for issuance and subject to options
           already granted at $7.69 per share and 660,335 shares reserved for
           issuance under future options.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(i) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         U.S. Vision, Inc. (the "Company") hereby incorporates by reference into
this registration statement the following documents previously filed with the
Commission:

         (1)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended January 31, 1998;

         (2)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 30, 1998;

         (3)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 1998;

         (4)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended October 31, 1998; and

         (5)      the description of the Company's common stock contained in the
                  Company's registration statement on Form S-1, No. 333-35819,
                  filed on September 17, 1997, and declared effective December
                  1, 1997, including any amendment or report filed for the
                  purpose of updating such description;

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
3
ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company's Common Stock, par value $0.01 per share, is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of the Company provides for
the indemnification of directors and officers to the fullest extent permitted by
the Delaware General Corporation Law.

         Generally, the Delaware General Corporation Law permits a corporation
to indemnify a person who was or is an officer, director, agent, or employee, or
who serves at the corporation's request as an officer, director, agent, or
employee, of another corporation, partnership, trust joint venture, or other
enterprise ("nominee"), who was, is, or is threatened to be named a defendant in
a legal proceeding by virtue of such person's position in the corporation or
nominee, but only if the person acted in good faith and reasonably believed that
the conduct was in or at least not opposed to the corporation's best interest,
and, in the case of a criminal proceeding, the person had no reasonable cause to
believe the conduct was unlawful. A person may be indemnified within the above
limitations against judgments, fines, settlements, and reasonable expenses
actually incurred. Generally, an officer director, agent, or employee of the
corporation or nominee may not be indemnified, however, against judgments,
fines, and settlements incurred in a proceeding in which the person is found
liable to the corporation and may not be indemnified for expenses unless, and
only to the extent that, in view of all the circumstances, the person is fairly
and reasonably entitled to indemnification for such expenses. A corporation must
indemnify a director, officer, employee, or agent against reasonable expenses
incurred in connection with a proceeding in which the person is a party because
of the person's corporate position, if the person was successful, on the merits
or otherwise, in the defense of the proceeding. Under certain circumstances, a
corporation may also advance expenses to such person. Under the Delaware General
Corporation Law, a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation against any liability asserted against and incurred by the person in
such capacity, or arising out of the person's status as such a person,
regardless of whether the applicable law otherwise empowers the corporation to
indemnify that person against such liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

                                        2
4
ITEM 8.  EXHIBITS

         The following documents are filed as a part of this Registration
Statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. The Index to Exhibits
included with the exhibits is filed as a part of this report.

         Exhibit                     Description
         -------                     -----------

         4.1      U.S. Vision, Inc. Stock Option Plan, including a form of
                  option agreement

         5.1      Opinion of Sales & Lidji, P.C.

         23.1     Consent of Sales & Lidji, P.C. (included in their opinion
                  filed as Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP

         24.1     Power of Attorney (see signature page of this Registration
                  Statement)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) to file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

                  (2) that for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                  (3) to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act

                                        3
5
         and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit, or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction of the question whether such indemnification
         by it is against public policy as expressed in the Securities Act and
         will be governed by the final adjudication of such issue.

                                        4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Glendora, State of New Jersey, on the 28th day of January, 1999.

                                       U.S. VISION, INC.

                                       By: /s/ William A. Schwartz, Jr.
                                           -------------------------------------
                                           William A. Schwartz, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each individual whose signature appears below hereby designates and
appoints William A. Schwartz, Jr., and Kathy G. Cullen, as such person's true
and lawful attorney-in-fact and agent (the "Attorney-in-Fact") with full power
of substitution and resubstitution, for such person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as either
Attorney-in-Fact deems appropriate and requests to accelerate the effectiveness
of this registration statement, and to file each such amendment with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such Attorney-in-Fact and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that such Attorney-in-Fact or either of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 28th day of January, 1999.

        SIGNATURE                                  TITLE
        ---------                                  -----

/s/ William A. Schwartz, Jr.         President, Chief Executive Officer, and 
---------------------------------    Director (Principal Executive Officer)
    William A. Schwartz, Jr.     

/s/ Kathy G. Cullen                  Senior Vice President and Chief Financial 
---------------------------------    Officer (Principal Financial and Accounting
    Kathy G. Cullen                  Officer)

/s/ G. Kenneth Macrae                Director
---------------------------------
    G. Kenneth Macrae

/s/ Richard K. McDonald              Director
---------------------------------
    Richard K. McDonald

/s/ Dennis J. Shaughnessy            Director
---------------------------------
    Dennis J. Shaughnessy

/s/ E. Theodore Stolberg             Director
---------------------------------
    E. Theodore Stolberg

/s/ J. Roger Sullivan, Jr.           Director
---------------------------------
    J. Roger Sullivan, Jr.

/s/ David M. Tracy                   Director
---------------------------------
    David M. Tracy

/s/ Peter M. Troup                   Director
---------------------------------
    Peter M. Troup
7
                                INDEX TO EXHIBITS

EXHIBIT
  NO.                         DESCRIPTION OF EXHIBIT
  ---                         ----------------------

4.1               U.S. Vision , Inc. 1996 Stock Option Plan, including a form of
                  option agreement

5.1               Opinion of Sales & Lidji, P.C.

23.1              Consent of Sales & Lidji, P.C. (included in their opinion 
                  filed as Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

24.1              Power of Attorney (see signature page of this Registration 
                  Statement)