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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): December 15, 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, 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 (17CFR 240.14-2(b))

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


Item 8.01 Other Events.

        On December 15, 2004, 1-800 CONTACTS, INC. issued a press release announcing it had signed an agreement which grants Menicon Co., Ltd., Japan's largest independent contact lens manufacturer, exclusive rights to develop, manufacture, and market certain disposable contact lenses and related intellectual property in Japan. A copy of the press release is attached as Exhibit 99.1 to this report.


Item 9.01 Financial Statements and Exhibits.


Exhibit No.
   Description of Exhibit
99.1   Press Release, dated December 15, 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: December 16, 2004
 
By:
 
/s/  BRIAN W. BETHERS      
Name: Brian W. Bethers
Title: President and Chief Financial Officer



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SIGNATURES