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National Vision, Inc.

296 Grayson Highway

Lawrenceville, GA 30045

July 11, 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

Additional Comment Letter
dated July 6, 2005

Dear Sirs:

Included below are our responses to the
additional comments contained in your letter referenced above.  For ease of review, we have included your
additional comments prior to each of our responses.

1.     SEC Comment: We have read
the response to comment (1) of our letter dated June 10, 2005.  Based on the information you provided and the
criteria for operating segments in paragraph 10 of FAS 131, it appears that you
have four operating segments - (1) Retail vision centers operated in Wal-Mart
stores located in the United States, (2) Retail vision centers operated in Fred
Meyer stores in the United States, (3) Retail vision centers operated on U.S.
military bases in the United States, and (4) Retail vision centers operated in
freestanding locations in the United States - aggregated into one reportable
segment - Retail vision centers located in the United States.  In future filings, please disclose that
operating segments have been aggregated in accordance with paragraph 26 of FAS
131.a.  In addition, in future filings
please provide the disclosure requirements in paragraphs 25-33 for each period
for which an income statement is presented.

National
Vision Response

We will include the requested disclosures in our future
filings.

2.     SEC Comment: Please confirm
that you will provide all of the disclosures required by Item 10(e) of
Regulation S-K for your non-GAAP presentations of Adjusted EBITDA.  In this regard, identify each component in
your reconciliation of your non-GAAP measure to net earnings (loss) including,
but not limited to, discounts earned for early payment of trade invoices and
amounts paid for bank fees netted with interest income.

National
Vision Response

We will include the requested disclosures in our
future filings, including listing individually each component in our
reconciliation of net earnings (loss) to adjusted EBITDA.

3.     SEC Comment:  We have read the response to comments (8) and
(9) of our letter dated June 10, 2005.
It is not apparent from the notes to the financial statements or
MD&A that the intangible value of contractual rights under the master
license agreement with Wal-Mart was determined with the knowledge that
individual store leases would begin to expire in the fiscal year ended December
28, 2002, and that fact was comprehended in the determination of the recorded
value of the intangible asset as you assert in your response.  Expand your disclosures in future filings to
include the following:

•      Indicate how you measured the fair value of the master
license agreement with Wal-Mart upon emergence from bankruptcy in 2001;

•      Discuss how you determined the amortization period and why
you adopted the straight-line amortization period for the master license
agreement;

•      Disclose how you test for impairment of the master license
agreement intangible asset after it was recorded; and

•      Denote how you determined the remaining useful life of the
intangible asset.

We note that much of the information we are requesting was
included in your response to comment (9) of our letter dated June 10,
2005.  Include this information in future
filings as well.  Please show us what
your disclosure will look like revised.

National
Vision Response

The disclosures discussed
below will be included in our future filings on Form 10-K and similar
conforming disclosures will be included in future filings on Form 10-Q.

Under the “Critical
Accounting Policies and Estimates” section of Management’s Discussion and
Analysis of Financial Condition and Results of Operations we will include the
following expanded disclosures:

Intangible
Value of Contractual Rights.  Our most significant asset is the Intangible
Value of Contractual Rights which represents the value, when we emerged from
bankruptcy in May 2001, of our lease agreement with Wal-Mart and the business
relationship therein created.  In
connection with our emergence from bankruptcy, the Official Committee of
Unsecured Creditors and we, each with the participation of our financial
advisors, developed financial projections to assess the value of the
reorganized company.  As a result of this
process, the Intangible Value of Contractual Rights was recorded under “fresh
start accounting” in the amount of $113.6 million representing the estimated
discounted future cash flows from our vision center operations inside domestic
Wal-Mart stores.  Such discounted cash
flow estimates comprehended scheduled expirations of our leases in Wal-Mart as
well as estimates of automatic lease extensions that occur upon conversion of Wal-Mart
host stores to supercenter locations.
Such conversions were assumed to continue through 2010.

The Intangible Value of Contractual
Rights is an amortizable intangible asset because it has a finite life.  However, the precise length of its life is not
known principally because we cannot precisely predict supercenter conversions
which continue to extend the contractual life of the asset.  Based on the May 2001 projections, our best
estimate of the useful life of this asset was 15 years.  Due to the uncertainty involved in predicting
the pattern of economic benefits to be realized from the Wal-Mart relationship,
we amortize the asset using the straight-line method.

At January 1, 2005, the carrying
value of this intangible asset has been reduced to $85.8 million as a result of
its straight-line amortization through that date.  Since May 31, 2001, actual lease expirations
and supercenter conversions have not differed significantly from the
assumptions in the financial projections used to establish the recorded value
of the Intangible Value of Contractual Rights at that date.  Nonetheless, the precise length of the asset’s
life is still not known principally because we cannot precisely predict
supercenter conversions.  Therefore, our
best estimate of the remaining useful life of this asset is its remaining
amortization period of 11 years and 5 months.

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As anticipated in 2001, the
business relationship that exists with Wal-Mart because of our master license
agreement with them continues to have value by affording us additional growth
opportunities such as:

•      Certain Oklahoma statutes
have to date been broadly interpreted as preventing any optical chain from
operating vision centers in space leased from retailers such as Wal-Mart.  If we
prevail in our current legal action against the District Attorney for Oklahoma County, Oklahoma, we may be able to sublease a significant
number of vision centers from Wal-Mart in Oklahoma.

•      In 2005, we began expanding our HMO locations into
California Wal-Mart stores in which Wal-Mart operated its own vision center.

•      In 2004, Wal-Mart granted us two in-store locations
to test a retail home medical concept.

Therefore, we are still unable to
predict with any degree of certainty the pattern of economic benefits to be
realized as a result of the Wal-Mart relationship.  Accordingly, we continue to amortize the
asset using the straight-line method.

We continually review all aspects
of our operations in and business relationship with Wal-Mart.  Future events and circumstances may indicate
that modifications of the remaining useful life of and/or the method of
amortizing this asset are warranted.

Impairment
of Long-Lived Assets.  We assess impairment of long-lived assets whenever
events or changes in circumstances indicate that their carrying value may not
be recoverable.  Factors which could
trigger an impairment review include (1) actual or anticipated operating losses
at vision center locations; (2) a significant underperformance of vision center
operations relative to expected historical or projected future operating
results; (3) termination of individual leases prior to the expiration of their
contractual term; (4) significantly fewer supercenter conversions than anticipated
in May 2001; (5) significant changes in the manner or use of our assets or the
strategy for our overall retail optical business; (6) significant negative
industry or economic trends; or (7) a permanent adverse change in cash flows
generated by an operation.  If one or
more of the above indicators of impairment exists, we determine if the carrying
value of the respective long-lived assets may not be recoverable based on a
projected undiscounted cash flow model.
If the projected undiscounted cash flows are not in excess of the book
value of the related asset, we measure impairment based on a projected
discounted cash flow model.

We continually monitor our business
for events or changes in circumstances that would indicate that the carrying
value of our long-lived assets may not be recoverable.  In addition, each year when the following
year’s budgets are prepared, we review the historical and projected operating
results of each of our retail locations in order to assess whether such
operating results are indicative of potential impairment.  As a result of our annual review of
individual store operating results, we recorded impairment charges of $336,000
and $550,000 in 2004 and 2003, respectively, to write down the value of
long-lived assets at several stores to their fair market value.

Our tests for impairment of the
Wal-Mart master license agreement involve developing new projections of the
cash flows to be generated under the agreement and comparing this amount to the
remaining carrying value of the Intangible Value of Contractual Rights.  We performed such a test in the third quarter
of 2003 when the Company decided to close thirteen Wal-Mart vision centers
prior to the expiration of their leases due to poor operating performance.  The test indicated that the sum of the
undiscounted cash flows expected from our remaining Wal-Mart leases
significantly exceeded the carrying value of the intangible asset.  Accordingly, no impairment loss was recorded.  Since the third quarter of 2003, we have not
noted any other events or changes in circumstances pertaining to the Wal-Mart
master license agreement that would warrant an impairment review.  However, in connection with our engagement of
a financial

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advisor in mid 2004, we developed a
new long-term projection model.  This
financial model reconfirmed that the sum of the undiscounted cash flows
expected from our remaining Wal-Mart leases significantly exceeded the carrying
value of the intangible asset.

Significant management judgment is
required regarding the existence of impairment indicators as discussed above.
Future events could cause us to conclude that impairment indicators exist and
that long-lived assets or intangible assets are impaired.  Any resulting impairment loss could have a
material adverse impact on our financial condition and results of operations.

In our financial statement
note describing significant accounting policies, we will expand the caption “Intangible
Value of Contractual Rights” (page F-9 of our 2004 Form 10-K) to read:

Intangible Value of Contractual Rights.  Our most significant asset is the Intangible
Value of Contractual Rights which represents the value, when we emerged from
bankruptcy in May 2001, of our lease agreement with Wal-Mart and the business
relationship therein created (see Note 4).  The value ascribed was based upon estimated
discounted cash flows and comprehended scheduled
expirations of our leases in Wal-Mart as well as estimates of automatic lease
extensions that occur upon conversion of Wal-Mart host stores to supercenter
locations.  Based on those
projections, our best estimate of the useful life of this asset was 15
years.  Due to the uncertainty involved
in predicting the pattern of economic benefits realized from the Wal-Mart
relationship we amortize this asset using the straight-line method.

Since
May 31, 2001, actual lease expirations and supercenter conversions have not
differed significantly from the assumptions in the financial projections used
to establish the initial value of the Intangible Value of Contractual Rights at
that date.  Nonetheless, the precise
length of the asset’s life is still not known principally because we cannot
precisely predict supercenter conversions.
Therefore, our best estimate of
the remaining useful life of this asset is equal to the remaining amortization
period of 11 years and 5 months.
We continually review our scheduled Wal-Mart lease expirations,
projected supercenter conversions and related cash flows.  It is possible that at some time in the
future, events and circumstances may indicate that a modification of the
remaining useful life of and/or the method of amortizing this asset will be
warranted.

During
2003 and 2002, we realized net income tax benefits of $159,000 and $712,000,
respectively, generated prior to our emergence from bankruptcy.  These benefits were recorded as reductions in
the value of the Intangible Value of Contractual Rights.

Amortization
expense on the Intangible Value of Contractual Rights was $7.5 million in both
2004 and 2003, and $7.6 million in 2002.
Future amortization expense is currently scheduled to be $7.5 million
per year for each of the five succeeding years.

In our financial statement
note describing significant accounting policies, we will expand the caption “Impairment
of Long-Lived Assets” (page F-9 of our 2004 Form 10-K) to read:

Impairment
of Long-Lived Assets.  We assess impairment of long-lived assets whenever
events or changes in circumstances indicate that their carrying value may not
be recoverable.  Factors which could
trigger an impairment review include (1) actual or anticipated operating losses
at vision center locations; (2) a significant underperformance of vision center
operations relative to expected historical or projected future operating
results; (3) termination of individual leases prior to the expiration of their
contractual term; (4) significantly fewer supercenter conversions than
anticipated in 2001; (5) significant changes in the manner or use of our assets
or the strategy for our overall retail optical business; (6) significant
negative industry or economic trends; or (7) a permanent adverse change in cash
flows generated by an operation.  If one
or more of the above indicators of impairment exists, we determine if the
carrying value of the respective long-lived assets may not be recoverable based
on a projected undiscounted cash flow model.
If the projected cash flows are not in excess of the book value of the
related asset, we measure the impairment based on a projected discounted cash
flow model.

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We continually monitor our business
for events or changes in circumstances that would indicate that the carrying
value of our long-lived assets may not be recoverable.  In addition, each year when the following
year’s budgets are prepared, we review the historical and projected operating
results of each of our retail locations in order to assess whether such
operating results are indicative of potential impairment.  As a result of our annual review of
individual store operating results, we recorded impairment charges of $336,000
and $550,000 in 2004 and 2003, respectively, to write down the value of
long-lived assets at several stores to their fair market value.

Our tests for impairment of the Wal-Mart master
license agreement involve developing new projections of the cash flows to be
generated under the agreement and comparing this amount to the remaining
carrying value of the Intangible Value of Contractual Rights.  We performed such a test in the third quarter
of 2003 when the Company decided to close thirteen Wal-Mart vision centers
prior to the expiration of their leases due to poor operating performance.  The tes