As filed with the Securities and Exchange Commission
                               on August 2, 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. RESTATED STOCK OPTION AND INCENTIVE AWARD 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>

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

                                                    PROPOSED MAXIMUM             PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO           OFFERING PRICE                  AGGREGATE                 AMOUNT OF
      TO BE REGISTERED         BE REGISTERED          PER SHARE <F1>                OFFERING PRICE         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                           <C>                       <C>
        Common Stock        1,000,000 shares <F2>     $3.703125                     $3,703,125                $1,029.47

--------------------------------------------------------------------------------------------------------------------------------
<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 29, 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.
</FN>
</TABLE>
<PAGE>



PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         As permitted by General  Instruction E to Form S-8, in connection  with
this  registration of additional  shares the Registrant  hereby  incorporates by
reference  the  contents  of its  registration  statement  on Form S-8 (file no.
33-68750) filed as of September 9, 1993.

         The  following  required  opinion,  consents  and power of attorney are
filed herewith as part of this Registration Statement:

Exhibit Number                    Description

5                                 Opinion and Consent of Kilpatrick Stockton LLP

23                                Consent of Arthur Andersen LLP.

24                                Power of Attorney (included in the signature
                                  page of this Registration Statement).




                                      II-1

<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 22nd day of
July, 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 July 22, 1999.


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


/s/ Angus C. Morrison         Senior Vice President,  Chief  Financial  Officer
 Angus C. Morrison            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. Kanaley          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-2
<PAGE>



                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8



EXHIBIT NUMBER                       DESCRIPTION
--------------                       -----------

5                                    Opinion and Consent of Kilpatrick Stockton
                                        LLP, counsel to the Registrant

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": 7223}]
{"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": "333-84287", "film-number": "99676256"}, "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 2, 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. RESTATED STOCK OPTION AND INCENTIVE AWARD 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
--------------------------------------------------------------------------------------------------------------------------------

                                                    PROPOSED MAXIMUM             PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO           OFFERING PRICE                  AGGREGATE                 AMOUNT OF
      TO BE REGISTERED         BE REGISTERED          PER SHARE
OFFERING PRICE         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Common Stock        1,000,000 shares
$3.703125                     $3,703,125                $1,029.47

--------------------------------------------------------------------------------------------------------------------------------
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 29, 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.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         As permitted by General  Instruction E to Form S-8, in connection  with
this  registration of additional  shares the Registrant  hereby  incorporates by
reference  the  contents  of its  registration  statement  on Form S-8 (file no.
33-68750) filed as of September 9, 1993.

         The  following  required  opinion,  consents  and power of attorney are
filed herewith as part of this Registration Statement:

Exhibit Number                    Description

5                                 Opinion and Consent of Kilpatrick Stockton LLP

23                                Consent of Arthur Andersen LLP.

24                                Power of Attorney (included in the signature
                                  page of this Registration Statement).

                                      II-1
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 22nd day of
July, 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 July 22, 1999.

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

/s/ Angus C. Morrison         Senior Vice President,  Chief  Financial  Officer
 Angus C. Morrison            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. Kanaley          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-2
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

EXHIBIT NUMBER                       DESCRIPTION
--------------                       -----------

5                                    Opinion and Consent of Kilpatrick Stockton
                                        LLP, counsel to the Registrant

23                                   Consent of Arthur Andersen LLP

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