UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

~~Date of Report: June~~December 1731, 2008

Date of Report (Date of earliest event reported)

EYE CARE CENTERS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Texas		33-70572		74-2337775
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Texas

~~11103~~(State ~~West~~or ~~Avenue~~other jurisdiction of incorporation)

San Antonio, Texas 78213-1392


333-56551		74-2337775
(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices, including zip code)

11103 West Avenue

San Antonio, TX

78213-1392

(Address of principal executive offices)

(Zip Code)

(210) 340-3531

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(e)~~ On ~~June 17~~ December 31, 2008, ~~HVHC~~Visionary Retail Management, Inc. (“~~HVHC~~VRM”), a ~~wholly owned~~ subsidiary of ~~Highmark Inc. and the holding company for Highmark Inc.’s vision business, which includes~~ Eye Care Centers of America, Inc. (“ECCA”) ~~as well as Davis Vision~~, ~~Inc.~~entered ~~and~~into ~~Viva~~both ~~Optique,~~Amendment ~~Inc~~No., 3 ~~announced~~to ~~that~~Retail ~~David~~Business ~~Holmberg~~Management ~~will~~Agreement ~~become~~ (the ~~new~~“Retail Amendment”) ~~President~~ and ~~Chief~~Amendment ~~Executive Officer of HVHC effective July 1, 2008~~No. 3 ~~Mr. Holmberg has served as Chief Executive Officer of ECCA since January 1, 2008 and will continue~~ to ~~serve~~Professional inBusiness ~~that~~Management ~~role~~Agreement in(the ~~addition~~“Professional toAmendment”) ~~his new position~~ with ~~HVHC~~Dr. Mark HeLynn & ~~will~~Associates, ~~also~~PLLC ~~become chairman of~~ (the ~~board~~“Practice”), ofsuch ~~directors~~amendments ofto ~~each~~be ofeffective ~~ECCA, Davis~~between ~~Vision,~~the ~~Inc.~~parties ~~and~~as ~~Viva~~of ~~Optique, Inc. effective July~~ January 1, 2008.

InThe ~~connection~~Practice owns, and VRM provides management services, with Mrrespect to the optical retail store and the professional eye examination practice at 24 locations. ~~Holmberg~~VRM provides such management services and receives management fees under the long term management agreements that were amended by the Retail Amendment and the Professional Amendment. VRM entered into the Retail Amendment in order to document VRM and the Practice’s ~~appointment~~previous toagreements ~~these~~with ~~positions,~~respect ~~his annual~~to ~~salary~~certain ~~will~~additional bemanagement ~~increased~~fees relating to ~~$480,000,~~the aoptical ~~portion~~retail stores for ~~which~~the ~~HVHC~~periods ~~will~~ending ~~reimburse~~on ~~ECCA~~or inprior anto ~~amount~~December 31, 2007 and to beamend ~~determined~~the atcalculation aof ~~later~~the ~~date~~management fee for periods from and after January 1, 2008. HeVRM ~~will~~entered ~~continue~~into tothe beProfessional ~~eligible~~Amendment to ~~participate~~amend inthe ~~HVHC’s~~calculation ~~Annual~~of ~~Executive~~the ~~Incentive~~management ~~Plan~~fee ~~and~~relating ~~HVHC’s Long~~to ~~Term~~the ~~Incentive~~professional ~~Plan~~eye ~~but~~examination ~~with~~practice from ~~higher~~and ~~total~~after ~~incentive~~January 1, ~~opportunities~~2008.

~~Both~~The ~~the~~foregoing ~~annual~~descriptions ~~and long term incentive plans are based upon key business drivers and the performance~~ of the ~~consolidated~~Retail ~~HVHC~~Amendment ~~group. Under the 2008 annual plan, 70% of the incentive is based upon HVHC pre-tax net income~~ and the ~~remaining~~Professional ~~30%~~Amendment ~~based~~are ~~upon~~qualified ~~key business drivers including sale of Viva Optique branded~~in ~~product~~their inentirety ~~ECCA~~by ~~stores~~references ~~and retail sales~~ to ~~Davis Vision managed care enrollees. The compensation for Mr. Holmberg under~~ the ~~annual~~provisions ~~plan can range from 0% to 82.5%~~ of ~~salary based on actual annualized results and~~ the ~~action~~Retail ofAmendment ~~the HVHC~~ and ~~ECCA Personnel and Compensation Committees. Under~~ the ~~long~~Professional ~~term~~Amendment ~~plan,~~attached ~~70%~~to ofthis ~~the~~Current ~~incentive~~Report ~~is based~~ on ~~cumulative~~Form ~~HVHC~~8-K ~~EBITDA~~as ~~and~~Exhibits ~~the remaining 30% based on HVHC return on invested capital~~10.1 ~~The~~and ~~compensation for Mr~~10.2, ~~Holmberg under the long term plan can range from 0% to 130% of salary based on actual annualized results and the action of the HVHC and ECCA Personnel and Compensation Committees~~respectively.

~~The~~Item ~~cost of Mr~~9.01 ~~Holmberg’s~~Financial ~~aggregate~~Statements ~~compensation will be allocated between ECCA~~ and ~~HVHC in amounts to be determined at a later date~~Exhibits. Mr. Holmberg will be subject to a severance letter agreement with HVHC effective July 1, 2008, which will replace his current severance letter agreement with ECCA. The HVHC severance letter agreement will provide for certain rights and obligations in the event Mr. Holmberg’s employment is terminated between July 1, 2008 and December 31, 2010. The severance letter agreement will otherwise be substantially similar to Mr. Holmberg’s current severance letter agreement with ECCA.

2(d) Exhibits


10.1		Amendment No. 3 to Retail Business Management Agreement *

10.2		Amendment No. 3 to Professional Business Management Agreement *


^* Portions of this Exhibit have been omitted pursuant to an application for an order declaring confidential treatment filed with the Securities and Exchange Commission.

SIGNATURES

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.

Eye Care Centers of America, Inc.
	EYE CARE CENTERS OF AMERICA, INC.
Dated: June 23, 2008
Date: January 7, 2009	By:	/s/ David L. Holmberg
By:	/s/ Jennifer Kelley
		David L. Holmberg
	Executive Vice President and Chief Financial Officer
		Chief Executive Officer


Exhibit No.		Description
10.1		Amendment No. 3 to Retail Business Management Agreement

10.2		Amendment No. 3 to Professional Business Management Agreement

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