PROPOSAL NO. 1-ELECTION OF DIRECTORS



The Board is currently comprised of seven directors, five of whom are
"independent", as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers, Inc. (NASD) listing standards. The Board is currently
divided into three classes and the term of each class expires in a different
year. At the annual meeting, two directors are to be elected as members of
Class II to serve until the annual meeting in 2009 and until their successors
are elected and qualified or until their earlier removal or resignation. The
Board has nominated two nominees set forth below, both of whom have agreed to
serve as a director if elected and both of whom have been nominated by the
Governance and Nominating Committee. Each nominee currently serves as a director
of 1-800 CONTACTS. In the event any nominee is unable or unwilling to serve as a
director at the time of the annual meeting (which events are not anticipated),
the persons named on the enclosed proxy card may substitute another person as a
nominee or may add or reduce the number of nominees to such extent as they shall
deem advisable.


Subject to rights of holders of any series of preferred stock to fill newly
created directorships or vacancies, any newly created directorships resulting
from an increase in the authorized number of directors or any vacancies on the
Board resulting from death, resignation, disqualification or removal for cause
shall be filled by a vote of majority of the total number of directors then in
office, in accordance with the Governance and Nominating Committee Charter.


Jason S. Subotky and Stephen A. Yacktman resigned from the Board effective
August 2, 2005. The Governance and Nominating Committee nominated Stephen L. Key
to fill the vacancy created by Mr. Subotky's and Yacktman's resignations, and
the Board, by resolution on July 28, 2005, unanimously approved the appointment
of Mr. Key to the Board.


Information regarding our director nominees and our directors not subject to
reelection at the annual meeting is set forth below:






 Name                         Age                        Position
 Jonathan C. Coon              35     Chief Executive Officer and Director (Chairman)
 Thomas H. Boggs, Jr.(3)       64     Director
 Stephen L. Key(1)(2)          62     Director
 E. Dean Butler(1)(2)(3)       61     Director
 Bradley T. Knight(1)(2)       46     Director
 John F. Nichols               44     Vice President, Trade Relations and Director
 Garth T. Vincent(3)           43     Director













(1)      Member of the Compensation Committee


(2)      Member of the Audit Committee


(3)      Member of the Governance and Nominating Committee



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There are no family relationships between or among any of our directors or
executive officers. Stock ownership information is shown under the heading
"Security Ownership of Certain Beneficial Owners and Management" and is based
upon information furnished by the respective individuals.



Class II Directors-Director Nominees



E. Dean Butler  has served as a director of 1-800 CONTACTS since January 1998
and serves as the chair of the Board's Compensation Committee. Mr. Butler is an
owner of and director of Vision Express Holdings Pte. Ltd., an operator of
optical stores in the Philippines, Guam, Singapore, Brunei and Australia. In
1988, Mr. Butler founded Vision Express in Europe, which merged with the French
retail group, GPS, to form Grand Vision in late 1997. In 1983, Mr. Butler
founded LensCrafters and served as its Chief Executive Officer until 1988. Prior
to 1983, Mr. Butler was employed by Procter & Gamble in various marketing
positions since 1969.


Stephen L. Key  has served as a director of 1-800 CONTACTS since July 2005 and
serves as the chair of the Board's Audit Committee. Mr. Key also currently
serves as a director of Greenhill & Co., Inc., where he is the chair of the
Audit Committee and a member of both the Compensation Committee and the
Nominating and Governance Committee. From 2001 to March 2004, Mr. Key was a
member of the Board of Directors of Aurora Foods, Inc., during which time he
served as the chairman of the Board's Audit and Compliance Committee and served
on the Board's Independent Committee. From 1995 to 2001, Mr. Key was the
Executive Vice President and Chief Financial Officer of Textron Inc., and from
1992 to 1995, Mr. Key was the Executive Vice President and Chief Financial
Officer of ConAgra, Inc. From 1968 to 1992, Mr. Key worked at Ernst & Young,
serving in various capacities, including as the Managing Partner of Ernst &
Young's New York Office from 1988 to 1992. Mr. Key is a Certified Public
Accountant in the State of New York.


The terms of Messrs. Butler and Key expire at the 2006 Annual Meeting.



Class III Directors



Jonathan C. Coon  is a co-founder of 1-800 CONTACTS and currently serves as
Chief Executive Officer and a director. Mr. Coon received his Bachelor's Degree
from Brigham Young University in 1994. Mr. Coon has more than ten years of
experience in the contact lens distribution industry.


Bradley T. Knight  has served as a director of 1-800 CONTACTS since August 2000.
Mr. Knight retired from Flextronics International Ltd. in April 2002. From
January 1994 to April 2002 Mr. Knight served as the General Manager and Vice
President of Operations of Flextronics International Ltd., responsible for
developing and managing a manufacturing facility in Mexico. Prior to this,
Mr. Knight spent approximately two years as a General Manager for Flextronics in
various locations, including Texas and Malaysia, and served as a Director of
Manufacturing for Metcal, Inc.


The terms of Messrs. Coon and Knight expire at the 2007 Annual Meeting.



Class I Directors



Thomas H. Boggs, Jr.  has served as a director of 1-800 CONTACTS since
December 2002. Mr. Boggs has been a member of the law firm of Patton Boggs since
1966. Mr. Boggs' legal practice extends into healthcare, insurance, tax issues
and international trade.


John F. Nichols  is a co-founder of 1-800 CONTACTS and currently serves as Vice
President, Trade Relations and a director. Prior to his current position,
Mr. Nichols served as Vice President, Sales until March 2003. Mr. Nichols served
as Vice President, Operations until November 1999. Mr. Nichols is a certified
optician in the State of California and was the owner of the Discount Lens Club
from 1991 until



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February 1995. Mr. Nichols worked with Bausch & Lomb as a Senior Sales
Representative from 1989 to 1991.


Garth T. Vincent  has served as a director of 1-800 CONTACTS
since July 2003. Mr. Vincent is a partner in the law firm of Munger, Tolles &
Olson LLP where he began working in 1990. Mr. Vincent's legal practice consists
principally of complex business litigation.


The terms of Messrs. Boggs, Nichols and Vincent expire at the 2008 Annual
Meeting.