SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 30, 2001 - - - - - - - - - - - - - - VISION TWENTY-ONE, INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Exact Name of Registrant as Specified in Its Charter)

Date of Report (Date of earliest event reported) December 31, 2001
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VISION TWENTY-ONE, INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Exact Name of Registrant as Specified in Its Charter)

FLORIDA	0-22977	59-3384581
FLORIDA - - - - - - - - - - - - - - -	0-22977 - - - - - - - - - - - - - - -	59-3384581 - - - - - - - - - - - - - - -
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(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

120 West Fayette Street-Suite 700 Baltimore, Maryland	21201
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(Address of Principal Executive Offices)	(Zip Code)
(410) 752-0121
(410) 752-0121 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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(Registrant's Telephone Number, Including Area Code)

ITEM 5. OTHER MATTERS
.

Effective ~~September~~December 3031, 2001, Vision Twenty-One, Inc. (the "Company") ~~entered~~terminated ~~into a Fourth Amendment (~~the ~~"Fourth~~employment ~~Amendment")~~of toMark ~~the~~Gordon, ~~Amended~~O.D., ~~and~~its ~~Restated~~Chief ~~Credit~~Executive ~~Agreement~~Officer, ~~dated~~who ~~November~~was ~~10,~~also ~~2000,~~serving as ~~amended~~the byPresident ~~First Amendment dated as~~ of ~~March~~Block 31Vision, ~~2001~~Inc., ~~Second~~MEC ~~Amendment~~Health ~~dated~~Care, asInc. ofand ~~May~~several ~~31,~~of ~~2001,~~the ~~and~~Company's ~~Third~~other ~~Amendment~~subsidiaries. ~~dated~~Dr. asGordon ofcontinues ~~July~~to ~~12,~~serve ~~2001,~~on ~~among~~ the Company,'s ~~Bank~~Board of ~~Montreal~~Directors ~~as Agent,~~ and assumed the ~~other~~position ~~lenders~~of ~~party~~Chairman ~~thereto~~of ~~(collectively,~~ the ~~"Lenders").~~Board ~~The~~on ~~Fourth~~December ~~Amendment~~31, ~~(i)~~2001. ~~extended~~Dr. ~~the~~Gordon ~~date by which the Company~~ is ~~required~~entitled to ~~obtain~~receive ~~the~~severance ~~approval~~compensation ofin ~~its~~accordance ~~shareholders~~with (the ~~"Shareholder~~terms ~~Approval")~~ of anhis ~~increase~~employment inagreement, ~~the~~as ~~authorized~~modified ~~shares~~by of the ~~Company's~~terms ~~capital~~of ~~stock~~his ordeparture ~~reserve~~agreement. ~~sufficient~~The ~~shares~~Company ofand ~~authorized~~Dr. ~~capital~~Gordon ~~stock~~are tocurrently ~~satisfy~~discussing ~~its~~further ~~obligations~~modification to the ~~Lenders,~~terms toof ~~December~~such ~~31,~~severance ~~2001,~~compensation. ~~and~~Based ~~(ii)~~upon ~~extended~~such ~~the~~discussions, ~~date by which~~ the Company isdid ~~required~~not tomake ~~dissolve~~the orlump ~~merge~~sum ~~out~~severance ofpayment ~~existence~~in ~~its~~the ~~dormant~~amount ~~subsidiaries~~equal to ~~December~~Dr. ~~31,~~Gordon's ~~2001.~~annual ~~Effective~~base ~~September~~salary ~~30,~~in ~~2001,~~effect prior to the ~~Company~~termination ~~also~~of ~~entered~~his ~~into~~employment abut ~~Fourth~~did ~~Amendment~~commence topayment of the ~~Convertible~~installment ~~Note~~termination ~~Agreement~~payments, ~~Warrant~~in ~~Agreement,~~accordance ~~and~~with ~~Warrants~~the ~~providing~~Company's ~~for~~normal ~~the~~payroll ~~extension~~schedule, ofin ~~the~~an ~~date~~amount byequal ~~which~~to the ~~Shareholder~~biweekly ~~Approval~~salary ispaid to beDr. ~~obtained,~~Gordon prior to ~~December~~the ~~31,~~termination ~~2001~~of his employment.

~~ITEM~~Andrew 7Alcorn, who has served as a director of the Company since September 2000 and served as President of the Company and Block Vision, Inc. ~~FINANCIAL~~through ~~STATEMENTS~~August ~~AND~~31, ~~EXHIBITS~~2001, ~~(3)~~was ~~Exhibits~~engaged ~~The~~by ~~Exhibits~~the Company to ~~this~~serve ~~Report~~as ~~are~~President ~~listed~~of the Company and President of those subsidiaries for which Dr. Gordon previously served as President. Mr. Alcorn is currently being compensated by the Company on a monthly basis, in ~~this~~an ~~Exhibit~~amount ~~Index~~equal ~~set~~to ~~forth~~the ~~elsewhere~~monthly ~~herein~~salary paid to him prior to the termination of his employment on August 31, 2001.

Copies of Dr. Gordon's departure letter and Mr. Alcorn's engagement letter and the amendment thereto, are filed with this Report as Exhibits 10.127, 10.128 and 10.129, respectively, and the summary set forth herein is qualified in its entirety by reference to the terms and conditions of each of such documents.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISION TWENTY-ONE, INC. By: /s/ ~~Richard~~Andrew W.Alcorn ~~Jones~~ - - - - - - - - - - - - - - - ~~Richard~~Andrew W.Alcorn ~~Jones~~ Its: ~~Chief Financial Officer~~President

Dated: ~~October~~January 1525, ~~2001~~2002

INDEX TO EXHIBITS

EXHIBIT NUMBER -----------		EXHIBIT ------------
4.39*		Amended and Restated Credit Agreement dated as of November 10, 2000 among Vision Twenty-One, Inc., the Lenders party hereto and Bank of Montreal as Agent. (31)
10.118*		Amended and Restated Employment Agreement dated May 30, 2001 by and between Mark Gordon, O.D., MEC Health Care, Inc., Block Vision, Inc. and Vision Twenty-One, Inc. (34)
4.40*		Convertible Note Agreement dated as of November 10, 2000 Re: $6,385,000 7% convertible Senior Secured Notes Due October 31, 2003. (31)
10.120*		Amended and Restated Employment Agreement dated May 30, 2001 by and between Andrew Alcorn, MEC Health Care, Inc., Block Vision, Inc. and Vision Twenty-One, Inc. (34)
4.41*		Registration Rights Agreement dated as of November 10, 2000 among Vision Twenty-One, Inc., and the Lenders party hereto. (31)
10.125*		Letter Agreement dated August 28, 2001 among Andrew Alcorn, Vision Twenty-One, Inc., MEC Health Care, Inc. and Block Vision, Inc. (36)
4.42*		Warrant Agreement dated as of November 10, 2000 Re: Class A Warrants to Purchase Common Stock, Class B Warrants to purchase Common Stock. (31)
10.127		Letter Agreement dated December 5, 2001 among Mark Gordon, O.D., Vision Twenty-One, Inc., MEC Health Care, Inc. and Block Vision, Inc.
4.43*		First Amendment to Amended and Restated Credit Agreement dated as of March 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (32)
10.128		Engagement Letter dated December 5, 2001 between Andrew Alcorn and Vision Twenty-One, Inc.
4.44*		First Amendment to Convertible Note Agreement, Warrant Agreement and Warrants dated as of March 31, 2001 among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (32)
10.129		Amendment to Engagement Letter between Andrew Alcorn and Vision Twenty-One, Inc. effective as of January 1, 2002.
4.45*		Second Amendment to Amended and Restated Credit Agreement dated as of March 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent.(33)
*		Previously filed as an Exhibit in the Company filing identified in the footnote following the Exhibit description and incorporated herein by reference.
4.46*		Second Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of May 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent.(33)
4.47*		Third Amendment to Amended and Restated Credit Agreement dated as of July 12, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (34)
4.48*		Third Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of July 12, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (34)
4.49		Fourth Amendment to Amended and Restated Credit Agreement dated as of September 30, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent.
4.50		Fourth Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of September 30, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent.
10.96*		Amended and Restated Credit Agreement dated as of November 10, 2000 among Vision Twenty-One, Inc., the Lenders party hereto and Bank of Montreal as Agent. (31)
10.97*		Convertible Note Agreement dated as of November 10, 2000 Re: $6,385,000 7% convertible Senior Secured Notes Due October 31, 2003. (31)
10.98*		Registration Rights Agreement dated as of November 10, 2000 among Vision Twenty-One, Inc., and the Lenders party hereto. (31)
10.99*		Warrant Agreement dated as of November 10, 2000 Re: Class A Warrants to Purchase Common Stock, Class B Warrants to purchase Common Stock. (31)
10.112*		First Amendment to Amended and Restated Credit Agreement dated as of March 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (32)
10.113*		First Amendment to Convertible Note Agreement, Warrant Agreement and Warrants dated as of March 31, 2001 among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (32)
10.114*		Second Amendment to Amended and Restated Credit Agreement dated as of May 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (33)
10.115*		Second Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of May 31, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (33)
10.116*		Third Amendment to Amended and Restated Credit Agreement dated as of July 12, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (34)
10.117*		Third Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of July 12, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (34)
10.123		Fourth Amendment to Amended and Restated Credit Agreement dated as of September 30, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (Filed as Exhibit 4.49 to this Report)
10.124		Fourth Amendment to Convertible Note Agreement, Warrant Agreement, And Warrants dated as of September 30, 2001, among Vision Twenty-One, Inc., the Lenders party hereto, and Bank of Montreal as Agent. (Filed as Exhibit 4.50 to this Report)
		* Previously filed as an Exhibit in the Company filing identified in the footnote following the Exhibit description and incorporated herein by reference.
(31)		Form 8-K filed December 5, 2000.
(32)		Form 10-K filed April 17, 2001.
(33)		Form 8-K filed June 22, 2001.
(34)		Form 10-Q filed August 14, 2001.
(36)		Form 10-Q filed November 14, 2001

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