As filed with the Securities and Exchange Commission
                               on August 3, 1999.
                              File No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ________________________


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

                          ________________________


                               VISTA EYECARE, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
                               GEORGIA 58-1910859
                (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                               296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                                 (770) 822-3600
     (ADDRESS AND TELEPHONE NUMBER OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES)

               VISTA EYECARE, INC. 401(K) RETIREMENT SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)

                             MITCHELL GOODMAN, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                                 (770) 822-3600
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             DAVID A. STOCKTON, ESQ.
                             KILPATRICK STOCKTON LLP
                           1100 PEACHTREE STREET, N.E.
                           ATLANTA, GEORGIA 30309-4530
                                 (404) 815-6500
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------

        TITLE OF SECURITIES                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TO BE REGISTERED                   AMOUNT TO            OFFERING PRICE           AGGREGATE               AMOUNT OF
                                           BE REGISTERED           PER SHARE(1)          OFFERING PRICE        REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                         <C>                   <C>                     <C>
Common Stock                             100,000 shares <F2>         $ 3.703125            $370,312.50             0102.95
Participation in Vista Eyecare,                 <F3>                      <F4>                   <F4>
Inc. 401(k) Retirement Savings Plan
--------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance  with Rule 457(h) under the Securities Act of
1933,  based on  $3.703125,  the average of the high and low prices on the Nasdaq
National Market System on July 26, 1999.
<F2> Pursuant to Rule 416, this Registration  Statement shall be deemed to cover
any additional securities to be
offered or issued from stock splits, stock dividends, or similar transactions.
<F3> Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. (4) Not applicable.
</FN>
</TABLE>

<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
registration  statement (the  "Registration  Statement")  and are deemed to be a
part hereof from the date of the filing of such documents:

         (1)      The Registrant's Form 10-K dated April 1, 1999 for the fiscal
                  year ended January 2, 1999 (Commission File Number 000-20001).

         (2)      All  other  reports  filed  by the  Registrant  and  the  Plan
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934, as amended (the "Exchange Act"), since January 2,
                  1999.

         (3)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  registration  statement on Form 8-A, filed under
                  Section 12 of the Exchange Act,  including  all  amendments or
                  reports filed for the purpose of updating such description.

         (4)      All other documents  subsequently  filed by the Registrant and
                  the Plan pursuant to Sections  13(a),  13(c),  14 and 15(d) of
                  the  Exchange  Act  prior to the  filing  of a  post-effective
                  amendment which indicates that all securities offered pursuant
                  to  this  Registration  Statement  have  been  sold  or  which
                  deregisters all securities that remain unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The   Registrant's    Amended   and   Restated   Articles   of
Incorporation  provide  that  no  director  will  be  personally  liable  to the
Registrant or its  shareholders  for monetary damages for breach of duty of care
or other duty owed to the  Registrant as a director,  except that such provision
will only eliminate or limit the liability of a director to the extent permitted
from time to time by the Georgia Business  Corporation Code or any successor law
or laws.

                  Article  VII  of  the  Bylaws  of  the  Registrant  authorizes
indemnification of the Registrant's officers and directors for any liability and
expense  incurred by them in connection  with or resulting from any  threatened,
pending or completed legal action or other proceeding or investigation by reason

                                      II-1
<PAGE>

of his being or having been an officer or  director.  An officer or director may
only be  indemnified  if he acted in good  faith and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to a criminal  matter,  he did not have reasonable cause to believe
that his conduct was  unlawful.  No officer or  director  who has been  adjudged
liable to the  Registrant  or  adjudged  liable  for the  improper  receipt of a
personal benefit is entitled to indemnification.

                  Any officer or director who has been wholly  successful on the
merits or otherwise in defense of any proceeding to which he was a party,  or in
defense  of  any  claim  because  of  his  official   capacity  is  entitled  to
indemnification  as to reasonable  expenses by the  Registrant as of right.  All
other determinations in respect of indemnification  shall be made by either: (i)
a  majority  vote of a  quorum  of  directors  not at the  time  parties  to the
proceeding,  or if a quorum  cannot be  obtained,  then by a majority  vote of a
committee  duly  designated  by the board of  directors  (in  which  designation
directors  who are parties  may  participate)  consisting  solely of two or more
directors  not at the time parties to the  proceeding;  (ii)  independent  legal
counsel  selected in accordance with the Bylaws and at the request of the Board;
or (iii) the  holders of a majority of the  Registrant's  stock who at such time
are entitled to vote for the election of directors.

                  The provisions of the Registrant's  Bylaws on  indemnification
are  consistent in all material  respects with the laws of the State of Georgia,
which authorize indemnification of corporate officers and directors.

                  The  Registrant's  directors and officers are insured  against
losses  arising  from  any  claim  against  them as such  for  wrongful  acts or
omissions, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits  included as part of this  Registration  Statement  are as
         follows:

Exhibit Number                  Description

4.1                          Relevant  portions  of  the  Amended  and  Restated
                             Articles   of    Incorporation    of    Registrant,
                             incorporated  by  reference  to  the   Registrant's
                             Current   Report  on  Form  8-K   filed   with  the
                             Commission on January 6, 1999

4.2                          Relevant  portions  of  the  Amended  and  Restated
                             By-Laws   of  the   Registrant,   incorporated   by
                             reference   to   the   Registrant's    Registration
                             Statement of Form S-1, File No. 33-46645,  as filed
                             with the Commission on March 25, 1992


                                      II-2
<PAGE>

4.3                          Vista   Eyecare,   Inc.   f/k/a   National   Vision
                             Associates, Ltd. 401(k) Retirement Savings Plan

23                           Consent of Arthur Andersen LLP

24                           Power of Attorney  (included in the Signature  Page
                             of this Registration Statement)


                                      II-3
<PAGE>



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;   (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 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  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
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 the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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,  thereunto  duly
authorized,  in the  City of  Atlanta,  State  of  Georgia,  on this 3rd day of
August, 1999.

                                            VISTA EYECARE, INC.

                                            By: /s/ James W. Krause
                                                 James W. Krause
                                                 Chief Executive Officer


                                                  POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  James W. Krause and Mitchell  Goodman,
Esq. as attorneys-in-fact, having the power of substitution, for them in any and
all capacities,  to sign any amendments to this  Registration  Statement on Form
S-8 and to file  the  same,  with  exhibits  thereto,  and  other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on August 3, 1999.


/s/ James W. Krause                  Chairman of the Board and Chief Executive
 James W. Krause                     Officer and President (Principal Executive
                                     Officer)

/s/ Angus C. Morrison                Senior  Vice  President,   Chief  Financial
 Angus C. Morrison                   Officer and Treasurer (Principal Financial
                                     and Accounting Officer)

/s/ David I. Fuente                  Director
 David I. Fuente


/s/ Ronald J. Green                  Director
 Ronald J. Green


/s/ James E. Kanley                  Director
 James E. Kanaley


/s/ Campbell B. Lanier, III          Director
 Campbell B. Lanier, III


/s/ J. Smith Lanier, II              Director
 J. Smith Lanier, II



                                      II-5
<PAGE>



          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  therewith  duly  authorized,  in the  City of  Atlanta,  State  of
Georgia, on August 3, 1999.

                             VISTA EYECARE,  INC.  f/k/a  NATIONAL  VISION
                             ASSOCIATES  401(k)  RETIREMENT SAVINGS PLAN

                             By:  Vista Eyecare, Inc., Plan Administrator



                             By: /s/ James W. Krause
                                James W. Krause, Chairman of the Board and Chief
                                Executive Officer


<PAGE>



                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8



EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------
 4.1                                Relevant   portions   of  the   Amended  and
                                    Restated   Articles  of   Incorporation   of
                                    Registrant, incorporated by reference to the
                                    Registrant's  Current  Report  on  Form  8-K
                                    filed with the Commission on January 6, 1999

 4.2                                Relevant   portions   of  the   Amended  and
                                    Restated    By-Laws   of   the   Registrant,
                                    incorporated    by    reference    to    the
                                    Registrant's  Registration Statement of Form
                                    S-1,  File No.  33-46645,  as filed with the
                                    Commission on March 25, 1992

 4.3                                Vista Eyecare,  Inc.  f/k/a National  Vision
                                    Associates,  Ltd. 401(k) Retirement  Savings
                                    Plan

 23                                 Consent of Arthur Andersen LLP

 24                                 Power of Attorney (included in the Signature
                                    Page of this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17316}]
{"company-data": {"conformed-name": "VISTA EYECARE INC", "cik": "0000868263", "assigned-sic": "5990", "irs-number": "581910859", "state-of-incorporation": "GA", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84425", "film-number": "99677178"}, "business-address": {"street1": "296 GRAYSON HWY", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30045", "phone": "7708223600"}, "mail-address": {"street1": "296 GRAYSON HIGHWAY", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30045"}, "former-company": {"former-conformed-name": "NATIONAL VISION ASSOCIATES LTD", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission
                               on August 3, 1999.
                              File No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ________________________

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

                          ________________________

                               VISTA EYECARE, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
                               GEORGIA 58-1910859
                (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                               296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                                 (770) 822-3600
     (ADDRESS AND TELEPHONE NUMBER OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES)

               VISTA EYECARE, INC. 401(K) RETIREMENT SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)

                             MITCHELL GOODMAN, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                                 (770) 822-3600
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             DAVID A. STOCKTON, ESQ.
                             KILPATRICK STOCKTON LLP
                           1100 PEACHTREE STREET, N.E.
                           ATLANTA, GEORGIA 30309-4530
                                 (404) 815-6500
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------

        TITLE OF SECURITIES                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TO BE REGISTERED                   AMOUNT TO            OFFERING PRICE           AGGREGATE               AMOUNT OF
                                           BE REGISTERED           PER SHARE(1)          OFFERING PRICE        REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock                             100,000 shares
$ 3.703125            $370,312.50             0102.95
Participation in Vista Eyecare,
Inc. 401(k) Retirement Savings Plan
--------------------------------------------------------------------------------------------------------------------------------
Determined in accordance  with Rule 457(h) under the Securities Act of
1933,  based on  $3.703125,  the average of the high and low prices on the Nasdaq
National Market System on July 26, 1999.
Pursuant to Rule 416, this Registration  Statement shall be deemed to cover
any additional securities to be
offered or issued from stock splits, stock dividends, or similar transactions.
Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. (4) Not applicable.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
registration  statement (the  "Registration  Statement")  and are deemed to be a
part hereof from the date of the filing of such documents:

         (1)      The Registrant's Form 10-K dated April 1, 1999 for the fiscal
                  year ended January 2, 1999 (Commission File Number 000-20001).

         (2)      All  other  reports  filed  by the  Registrant  and  the  Plan
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934, as amended (the "Exchange Act"), since January 2,
                  1999.

         (3)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  registration  statement on Form 8-A, filed under
                  Section 12 of the Exchange Act,  including  all  amendments or
                  reports filed for the purpose of updating such description.

         (4)      All other documents  subsequently  filed by the Registrant and
                  the Plan pursuant to Sections  13(a),  13(c),  14 and 15(d) of
                  the  Exchange  Act  prior to the  filing  of a  post-effective
                  amendment which indicates that all securities offered pursuant
                  to  this  Registration  Statement  have  been  sold  or  which
                  deregisters all securities that remain unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The   Registrant's    Amended   and   Restated   Articles   of
Incorporation  provide  that  no  director  will  be  personally  liable  to the
Registrant or its  shareholders  for monetary damages for breach of duty of care
or other duty owed to the  Registrant as a director,  except that such provision
will only eliminate or limit the liability of a director to the extent permitted
from time to time by the Georgia Business  Corporation Code or any successor law
or laws.

                  Article  VII  of  the  Bylaws  of  the  Registrant  authorizes
indemnification of the Registrant's officers and directors for any liability and
expense  incurred by them in connection  with or resulting from any  threatened,
pending or completed legal action or other proceeding or investigation by reason

                                      II-1
of his being or having been an officer or  director.  An officer or director may
only be  indemnified  if he acted in good  faith and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to a criminal  matter,  he did not have reasonable cause to believe
that his conduct was  unlawful.  No officer or  director  who has been  adjudged
liable to the  Registrant  or  adjudged  liable  for the  improper  receipt of a
personal benefit is entitled to indemnification.

                  Any officer or director who has been wholly  successful on the
merits or otherwise in defense of any proceeding to which he was a party,  or in
defense  of  any  claim  because  of  his  official   capacity  is  entitled  to
indemnification  as to reasonable  expenses by the  Registrant as of right.  All
other determinations in respect of indemnification  shall be made by either: (i)
a  majority  vote of a  quorum  of  directors  not at the  time  parties  to the
proceeding,  or if a quorum  cannot be  obtained,  then by a majority  vote of a
committee  duly  designated  by the board of  directors  (in  which  designation
directors  who are parties  may  participate)  consisting  solely of two or more
directors  not at the time parties to the  proceeding;  (ii)  independent  legal
counsel  selected in accordance with the Bylaws and at the request of the Board;
or (iii) the  holders of a majority of the  Registrant's  stock who at such time
are entitled to vote for the election of directors.

                  The provisions of the Registrant's  Bylaws on  indemnification
are  consistent in all material  respects with the laws of the State of Georgia,
which authorize indemnification of corporate officers and directors.

                  The  Registrant's  directors and officers are insured  against
losses  arising  from  any  claim  against  them as such  for  wrongful  acts or
omissions, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits  included as part of this  Registration  Statement  are as
         follows:

Exhibit Number                  Description

4.1                          Relevant  portions  of  the  Amended  and  Restated
                             Articles   of    Incorporation    of    Registrant,
                             incorporated  by  reference  to  the   Registrant's
                             Current   Report  on  Form  8-K   filed   with  the
                             Commission on January 6, 1999

4.2                          Relevant  portions  of  the  Amended  and  Restated
                             By-Laws   of  the   Registrant,   incorporated   by
                             reference   to   the   Registrant's    Registration
                             Statement of Form S-1, File No. 33-46645,  as filed
                             with the Commission on March 25, 1992

                                      II-2
4.3                          Vista   Eyecare,   Inc.   f/k/a   National   Vision
                             Associates, Ltd. 401(k) Retirement Savings Plan

23                           Consent of Arthur Andersen LLP

24                           Power of Attorney  (included in the Signature  Page
                             of this Registration Statement)

                                      II-3
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;   (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 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  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
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 the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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,  thereunto  duly
authorized,  in the  City of  Atlanta,  State  of  Georgia,  on this 3rd day of
August, 1999.

                                            VISTA EYECARE, INC.

                                            By: /s/ James W. Krause
                                                 James W. Krause
                                                 Chief Executive Officer

                                                  POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  James W. Krause and Mitchell  Goodman,
Esq. as attorneys-in-fact, having the power of substitution, for them in any and
all capacities,  to sign any amendments to this  Registration  Statement on Form
S-8 and to file  the  same,  with  exhibits  thereto,  and  other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on August 3, 1999.

/s/ James W. Krause                  Chairman of the Board and Chief Executive
 James W. Krause                     Officer and President (Principal Executive
                                     Officer)

/s/ Angus C. Morrison                Senior  Vice  President,   Chief  Financial
 Angus C. Morrison                   Officer and Treasurer (Principal Financial
                                     and Accounting Officer)

/s/ David I. Fuente                  Director
 David I. Fuente

/s/ Ronald J. Green                  Director
 Ronald J. Green

/s/ James E. Kanley                  Director
 James E. Kanaley

/s/ Campbell B. Lanier, III          Director
 Campbell B. Lanier, III

/s/ J. Smith Lanier, II              Director
 J. Smith Lanier, II

                                      II-5
Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  therewith  duly  authorized,  in the  City of  Atlanta,  State  of
Georgia, on August 3, 1999.

                             VISTA EYECARE,  INC.  f/k/a  NATIONAL  VISION
                             ASSOCIATES  401(k)  RETIREMENT SAVINGS PLAN

                             By:  Vista Eyecare, Inc., Plan Administrator

                             By: /s/ James W. Krause
                                James W. Krause, Chairman of the Board and Chief
                                Executive Officer
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------
 4.1                                Relevant   portions   of  the   Amended  and
                                    Restated   Articles  of   Incorporation   of
                                    Registrant, incorporated by reference to the
                                    Registrant's  Current  Report  on  Form  8-K
                                    filed with the Commission on January 6, 1999

 4.2                                Relevant   portions   of  the   Amended  and
                                    Restated    By-Laws   of   the   Registrant,
                                    incorporated    by    reference    to    the
                                    Registrant's  Registration Statement of Form
                                    S-1,  File No.  33-46645,  as filed with the
                                    Commission on March 25, 1992

 4.3                                Vista Eyecare,  Inc.  f/k/a National  Vision
                                    Associates,  Ltd. 401(k) Retirement  Savings
                                    Plan

 23                                 Consent of Arthur Andersen LLP

 24                                 Power of Attorney (included in the Signature
                                    Page of this Registration Statement)