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ROYAL INTERNATIONAL OPTICAL ANNOUNCES RECAPITALIZATION

 ROYAL INTERNATIONAL OPTICAL ANNOUNCES RECAPITALIZATION
 DALLAS, Feb. 3 /PRNewswire/ -- Royal International Optical, Inc.


(NASDAQ: RIOC) announced today that it has reached an agreement with a major lender for the recapitalization of Royal, which includes the conversion of $27.1 million of debt into preferred stock.
 George McHenry, chief financial officer of Royal, indicated that the completion of this recapitalization, which is expected to occur shortly, will significantly reduce Royal's debt and debt service, increase its shareholders' equity and enable Royal to continue its growth as one of America's largest operators of retail optical outlets, despite a very difficult retail environment.
 When the recapitalization is completed by the lender, McHenry said, $27.1 million of outstanding debt will be converted to Series A preferred stock, together with warrants for 15 percent of the company's common stock. He added, "In today's environment, strong capitalization is essential to retail success and, despite the economic downturn, Royal expects to continue its growth pattern with reduced debt and a strong balance sheet."
 Royal International Optical operates more than 800 retail stores in 43 states, including licensed departments in J.C. Penney, Montgomery Ward, Sears and a number of other major department store chains. In addition, the company operates retail stores under the names of Royal Optical, Service Optical and Wall & Ochs.
 -0- 2/3/92
 /CONTACT: George E. McHenry Jr., chief financial officer of Royal International Optical, 214-638-1397/
 (RIOC) CO: Royal International Optical ST: Texas IN: REA SU: RCN


CC-KA -- PH026 -- 6242 02/03/92 13:55 EST
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Date:Feb 3, 1992
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