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National
Vision, Inc

296
Grayson Highway

Lawrenceville,
GA 30045

June 24,
2005

United
States Securities and Exchange Commission

450
Fifth Street, N.W.

Washington,
DC  20549

Attention:
Mr. Michael Moran, Branch Chief

  RE:

  File No. 1-16635

  Comment Letter dated June 10, 2005

Dear
Sirs:

Included
below are our responses to the comments contained in the Comment Letter
referenced above.  For ease of reference,
we have included each of your comments in this response.

1.              SEC Comment: We note you
include the sales of several types of products (frames, spectacle lenses,
contact lenses and accessories) in optical products and services revenue.  Tell us in more detail how you determined
reportable segments for your business.
If you aggregate operating segments, tell us how you determined that you
have properly aggregated operating segments into one reportable segment.  Refer to FAS 131.  In addition, if you determined that you have
one reportable segment, in future filings in MD&A, please disclose revenues
from external customers for each of your principal product categories for each
year presented.  Refer to paragraph 37 of
FAS 131.

National Vision Response

Operating Segments.  In
accordance with paragraph 10 of FAS 131, we determine our operating segments based
upon the information used by our Chief Executive Officer (our chief operating
decision maker) to make decisions regarding resource allocation.  As a result, we have identified the following
operating segments:

•                  Retail
vision centers operated in Wal-Mart stores located in the United States,

•                  Retail
vision centers operated in Fred Meyer stores in the United States,

•                  Retail
vision centers operated on U.S. military bases in the United States,

•                  Retail
vision centers operated in freestanding locations in the United States,

•                  Retail
vision centers operated in Wal-Mart stores located in Mexico,

•                  HMO
offices operated in the State of California, and

•                  Retail
home medical equipment stores located in the United States.

Reportable Segments.   We
have determined that we have one reportable segment because substantially all
of our revenues and related costs are the result of operating retail vision
centers in the United States.  Such U.S.
domestic retail vision centers are operated within the first four operating
segments listed in the preceding section and these four operating segments
qualify for aggregation into a single reportable segment under FAS 131.  The remaining three operating segments are
combined with this reportable segment due to their immateriality, both
separately and in the aggregate.
Additional information regarding our considerations as to reportable
segments is included in the following sections.

Retail vision centers located in the United States: Our four domestic vision center operating segments
may be aggregated into a single reportable segment in accordance with paragraph
17 of FAS 131 because of the similarity of their economic and operating
characteristics, as these domestic vision centers:

•                  have
achieved similar long-term average gross product margins ranging from 67% to
70% in 2004 and from 67% to 68% in both 2003 and 2002.  These characteristics have not changed
significantly during fiscal 2005 and we expect that they will remain similar in
the future.

•                  sell
substantially identical products and services, consisting primarily of eyeglass
frames and ophthalmic lenses (which are almost always sold together as a
complete pair of eyeglasses), and contact lenses,

•                  sell
products that are manufactured and/or assembled using the same production
processes,

•                  sell
products that are generally manufactured in the same facilities (our two
centralized U.S. optical labs),

•                  receive
all merchandise shipments in the same manner, almost always from our two U.S.
distribution centers supplemented by occasional drop shipments directly from
vendors,

•                  have
similar types and classes of customer, and

•                  have
identical methods of distribution in that customers make purchases on site at
the retail location and generally return to the store to pick up eyeglasses and
non-stock contact lens products several days after placing and paying for their
orders.

This segment’s external revenues accounted for
94.5%, 95.6% and 97.1%, respectively, of consolidated revenues for fiscal 2004,
2003 and 2002.  Thus, no additional
segments need be reported in order for us to achieve the 75% quantitative
threshold established in paragraph 20 of FAS 131.

Retail vision centers located in Mexico: A separately managed subsidiary in Mexico
operates retail vision centers in Wal-Mart stores located in Mexico.  The operations of our Mexican vision centers
are substantially similar to those of our U.S. vision centers.  However, because average gross product margins
do not fall within the range of average gross product margins achieved by the
U.S. vision centers, we do not believe this operating segment meets the FAS 131
requirements for aggregation with the U.S. vision centers.  However, the operating results of this
operating segment are not material.  As
indicated by the following table, this operating segment does not meet the 10%
quantitative thresholds of paragraph 18 of FAS 131 to be a reportable segment:

  Fiscal Year

  2004

  2003

  2002

  Revenue test

  1.9

  %

  1.8

  %

  2.0

  %

  Profit/loss
  test

  2.6

  %

  8.3

  %

  3.2

  %

  Asset test

  1.0

  %

  1.1

  %

  1.5

  %

HMO offices operated in the State of California: A separately managed subsidiary, which is
licensed as an HMO, sells an eye examination insurance product and conducts eye
examinations through its offices in California.
As indicated by the following table, this operating segment does not
meet the 10% quantitative thresholds of paragraph 18 of FAS 131 to be a
reportable segment:

  Fiscal Year

  2004

  2003

  2002

  Revenue test

  3.4

  %

  2.6

  %

  0.9

  %

  Profit/loss
  test

  2.6

  %

  6.6

  %

  4.1

  %

  Asset test

  2.4

  %

  3.1

  %

  2.1

  %

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Retail home medical equipment stores: Our two retail home medical equipment
locations were opened as a test during 2004.
This operating segment does not meet the 10% quantitative thresholds of
paragraph 18 of FAS 131 to be a reportable segment.  Total reportable revenues of this operating
segment were approximately 0.1% of the combined revenue of all operating
segments for fiscal 2004, the absolute amount of its reported loss was approximately
3.5% of the combined reported profit of all operating segments that did not
report a loss for fiscal 2004, and its assets were less than 0.1% of the
combined assets of all operating segments as of January 1, 2005.

Our 2004 Form 10-K disclosed on page 9
that we expected to terminate this test in 2005.  During our quarter ending July 2, 2005,
we closed these two retail home medical equipment stores.

Geographic Information.  We
operate in two geographical regions, the United States and Mexico.  As shown in the following table, our
operations in Mexico are not significant:

  Fiscal Year

  2004

  2003

  2002

  Revenues as
  a percent of consolidated revenues

  1.9

  %

  1.8

  %

  2.5

  %

  Long-lived
  assets at the end of the year as a percent of consolidated long-lived assets

  0.6

  %

  0.8

  %

  1.0

  %

Therefore, we have not disclosed in the Notes to
Consolidated Financial Statements the revenues and long-lived assets in our two
geographical regions.  However, in
accordance with Regulation S-K, we have included within Item 1 of our 2004 Form 10-K
information regarding revenues generated and long-term assets owned by our
Mexican subsidiary.

Principal Product Categories.  We
believe that each of our operating segments sells a single product
category.  Our five vision center
operating segments sell vision correction products and related
accessories.  Our HMO sells memberships
and operates optometric examination offices that provide vision examinations to
the HMO’s members.  Our two home medical
stores sold products designed for safety and mobility.  In our 2004 Form 10-K, we chose to
disclose the sales of each of these product categories directly on the face of
the income statement rather than in MD&A.

Please note that, because we have now closed the two
home medical stores, their operating results will be classified within
discontinued operations starting with our quarter ending July 2,
2005.  We presently intend to continue
reporting our remaining two product categories directly on the face of the
income statement.  However, we will also
disclose these product category revenues within MD&A in our future filings.

2.              SEC Comment: You state that,
“managed care sales accounted for approximately 11%, 12% and 11% of our sales
of optical products in 2004, 2003 and 2002, respectively,” on page 18.  From the statement of operations, it appears
managed care services sales were $7,835, or 4% of optical products sales,
$6,346, or 3% of optical products sales, and $1,699, or 1% of optical products
sales, in 2004, 2003 and 2002, respectively.
Please revise in future filings, or advise us otherwise.

National Vision Response

The managed care sales referred to in the first sentence of your
comment pertain to that portion of our sales of optical products that were
fully or partially paid for by our customers’ third-party insurance.  These sales are included in the caption “Sales
of optical products and services” in our Consolidated Statements of Operations.

The amounts referred to in the second sentence of your comment are
derived from the “Fees from managed vision care services” caption in our
Consolidated Statements of Operations and represent our HMO’s

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revenues from sales of memberships and collection of patient
co-payments for eye examinations conducted.
As such, these amounts are not related to the disclosure referred to in
the first sentence of your comment.

We will revise future filings to create a clearer distinction between
these two disclosures.   Had we made such
a change in 2004, the disclosure on page 18 of our 2004 Form 10-K
would have read, “Approximately 11%, 12% and 11% of our sales of optical
products in 2004, 2003 and 2002, respectively, were fully or partially paid by
our customers’ third-party insurance.”

3.              SEC Comment: We note from page 25
that you must maintain a minimum rolling 12-month EBITDA as a result of the
restrictive covenants in your Fleet facility.
In future filings please expand your disclosures to clarify if this is
the same measure used under your Senior Subordinated Notes and reconciled to
net earnings on page 26.  If not,
please provide the disclosures required under Item 10(e) of Regulation S-K
for ‘EBITDA (as defined).  See the Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures, which can be found on the SEC website.

National Vision Response

The adjusted EBITDA as shown on page 25 of our
2004 Form 10-K is computed based on our interpretation of the definition
of EBITDA in our Fleet agreement.  The
definition of EBITDA in our Senior Subordinated Notes Indenture (the “Indenture”)
is the same as the definition of EBITDA in the Fleet agreement with the one
exception that the Indenture excludes the income or loss from “Unrestricted
Subsidiaries,” a defined term within the Indenture.  Our retail home medical equipment stores
operation was started as a test in 2004, and is an Unrestricted
Subsidiary.   EBITDA in 2003 and 2002 was
the same under both the Fleet agreement and the Indenture because we had no
Unrestricted Subsidiaries.  In fiscal
2004, adjusted EBITDA under the Indenture was $33,448,000, which was $616,000
higher than adjusted EBITDA as computed under the Fleet agreement as a result
of the $616,000 loss incurred by the Unrestricted Subsidiary in 2004.

We disclose EBITDA as defined in the Fleet agreement
in our 2004 Form 10-K because:

•                  The
Fleet agreement contains a covenant requiring that we maintain EBITDA, as
defined in that agreement, of at least $19.6 million for each rolling
twelve-month period.  We have letters of
credit outstanding under the Fleet facility throughout the year and the Fleet
facility also provides us with seasonal working capital when needed.  The Fleet facility provides our only
available source of letters of credit and seasonal borrowings.  Failure to comply with this covenant could
have a significant negative impact on the Company.

•                  The
Indenture does not contain a comparable covenant based upon EBITDA as defined
in the Indenture.  Accordingly, we view
the Fleet EBITDA computation as much more meaningful than the computation of
EBITDA under the Indenture.

•                  We
compute EBITDA under the Indenture only for the six-month periods ending in June and
December each year, as these are the measurement dates for determining the
amount of the semi-annual mandatory redemptions of our Senior Subordinated
Notes.  Further, six-month EBITDA is only
a starting point in computing the amount of the redemption rather than the sole
determinate of this amount.  Thus, EBITDA
as a stand-alone measure is of much less significance in the Indenture than it
is under the Fleet agreement.

•                  Primarily
because we believe that EBITDA as computed under the Fleet agreement is of
significantly greater interest to investors and to a much lesser extent because
this amount is lower than the amount of EBITDA computed under the Indenture, we
concluded that the best disclosure would be to report only the smaller 2004
amount.

In future filings, we will delete references to the
Indenture in our EBITDA disclosures.

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4.              SEC Comment: We note from page 25
that Adjusted EBITDA is a component of the computations you make each six
months to determine the amount of mandatory redemption of your Senior
Subordinated Notes and it is used as a liquidity measure.  Please tell us each component aggregated in
the line item “Other” in your reconciliation on page 26 and revise your
disclosure in future filings to describe each line item individually in your
reconciliation.  Further, please advise
us of any items requiring cash settlement.
Reference is made to Question 10 from the Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, which can be found on the SEC website.

National Vision Response

The following table shows the components aggregated
on the line item “Other” in the reconciliation on page 26 of our 2004 Form 10-K
(in thousands):

  Fiscal Year

  2004

  2003

  2002

  Interest
  income

  $

  (164

  )

  $

  (50

  )

  $

  (147

  )

  Amortization
  of deferred stock compensation

  101

  116

  Non-cash
  gain on asset sale

  (323

  )

  Total

  $

  (63

  )

  $

  66

  $

  (470

  )

Of these items, only interest income is settled in
cash.  Although the provisions of our
agreement with Fleet and our Indenture do not specifically require that
interest income be subtracted from net income in order to compute adjusted
EBITDA, it is our interpretation that any computation of EBITDA should adjust
net income so that it excludes interest income as well as interest
expense.  We have consistently followed
this interpretation in our computations of EBITDA since the inception of both
agreements.  Under our further
interpretation of the agreements since their inception, interest income
includes discounts earned for early payment of trade invoices and is reduced by
amounts paid for bank fees.

In accordance with the answer to Question 10 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures,
management believes that the Fleet ag