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): February 1, 2000




                              AAI.FOSTERGRANT, INC.
             (Exact Name of Registrant as Specified in Its Charter)

=================================== =========================================
          Rhode Island                      05-0419304
=================================== =========================================
  (State or Other Jurisdiction of           (IRS Employer
   Incorporation or Organization)          Identification No.)
=================================== =========================================

     500 George Washington Highway, Smithfield RI      02917
     --------------------------------------------      -----
      (Address of Principal Executive Offices)       (Zip Code)

                                 (401) 231-3800
                                 --------------
                (Issuer's Telephone Number, Including Area Code)




Item 5.  Other Events
- -------  ------------

     On February 1, 2000, John Ranelli was elected President and Chief Executive
Officer of the Company.  Mr.  Ranelli  joined the Company in  September  1999 as
President and Chief Operating  Officer.  Gerald F. Cerce will remain as Chairman
of the Board of Directors of the Company.

Item 7.  Financial Statements and Exhibits
- -------  ---------------------------------

(a)      Press Release issued on February 1, 2000


                                   SIGNATURES

         Pursuant to the requirement 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.

                                                AAi.FOSTERGRANT, Inc.
                                                ---------------------
                                                    (Registrant)



Date: February 2, 2000                          By: /s/John Ranelli
                                                    -----------------------
                                                John Ranelli, President and CEO




                                    Exhibit A

                                  PRESS RELEASE

                   AAi.FosterGrant, INC. ANNOUNCES ELECTION OF
                           NEW CHIEF EXECUTIVE OFFICER

         Smithfield, Rhode Island (February 1, 2000) AAi.FosterGrant, Inc. today
announced that as part of its ongoing management restructuring, John Ranelli has
been  elected as  President  and Chief  Executive  Officer of the  Company.  Mr.
Ranelli  joined the Company in  September  of 1999.  In  announcing  the change,
Gerald F. Cerce,  Chairman,  stated "I am pleased  that John has  agreed,  at my
request,  to take on the role of Chief Executive Officer. As a result, I will be
able to concentrate  on the Company's  overall  strategic  direction and to work
more closely with our customers  without having to be burdened by the day-to-day
responsibilities  of operating the Company." Mr.  Ranelli stated "I am delighted
to  have  the   opportunity   to  become   the  Chief   Executive   Officer   of
AAi.FosterGrant,  Inc. I believe  the steps Jerry and I have taken over the last
several months position the Company for an improvement in its overall  financial
performance.  Freeing up Jerry's  time to  concentrate  on our future  strategic
direction will be a great advantage to us as we go forward."
         This press release contains  forward-looking  statements that involve a
number of risks and  uncertainties.  Important  factors  that could cause actual
results  to differ  materially  from  those  indicated  by such  forward-looking
statements include the risks set forth in the Company's Form 10-K filed with the
SEC on April 2, 1999.
         AAi.FosterGrant,   Inc.,  is  a  value-added   distributor  of  optical
products,  costume  jewelry,  watches,  clocks  and  other  accessories  to mass
merchandisers,  variety  stores,  chain drug  stores and  supermarkets  in North
America and the United  Kingdom.  The Company  sells its products in over 30,000
retail  locations  under its own brand names such as Foster  Grant(R) as well as
customers' private labels.
         AAi.FosterGrant, Inc. is headquartered in Smithfield, Rhode Island with
offices in New York City, New York; Bentonville,  Arkansas;  Toronto, Canada and
Newcastle Under Lyme Staffordshire, United Kingdom. Foster Grant is a registered
trademark of AAi.FosterGrant, Inc.

CONTACT: Gerald F. Cerce
                  (401) 231-3800