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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 2, 2004

1-800 CONTACTS, INC.
(Exact name of registrant as specified in its charter)

Delaware   0-23633   87-0571643
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 
 
 
 
 
66 E. Wadsworth Park Drive, 3rd Floor, Draper, UT   84020
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (801) 924-9800

N/A
(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:

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

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

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

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


Item 2.02 Results of Operations and Financial Condition.

        On November 2, 2004, 1-800 CONTACTS, INC. (the "Company") issued a press release announcing its operating and financial results for the third quarter ended October 2, 2004. A copy of the press release is attached as Exhibit 99.1 to this report.

        The information in this Report on Form 8-K (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.


Exhibit No.
   Description of Exhibit
99.1   Press Release, dated November 2, 2004 announcing its operating and financial results for the third quarter ended October 2, 2004.


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.


 
 
1-800 CONTACTS, INC.

Date: November 2, 2004
 
By:
 
/s/  BRIAN W. BETHERS      
    Name:   Brian W. Bethers
    Title:   President and Chief Financial Officer



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SIGNATURES