The eyepiece design is one of the most challenging of all for the optical designer, since the result will be judged by the human eye, which is a very sensitive and subjective instrument. The combined effects of field curvature and astigmatism, geometric distortion, and the chromatic aberrations yield an optical system that is truly unique. No two eyepiece designs present an image that looks quite the same, and even different samples of the same design can produce different looking images due to the effects of manufacturing tolerances. In some cases the design must accommodate a large exit pupil to allow for head movement, and these dynamics introduce even more visual effects; image “swimming”, changes in distortion leading to “corner pulling”, and color fringing to name a few. When the design must be compact and weigh very little, the number of lens elements permitted is few and the design process becomes all the more difficult. The use of aspherics in the eyepiece design can compensate for the necessary limit on the number of lens elements. A case history in the design of a successful eyepiece is presented, showing the tradeoffs made in the selections of materials, aspheric complexity, fabrication concerns and packaging limitations. The performance capabilities of these designs will be discussed. The tools used to analyze optical image quality and the criteria upon which success was judged is also presented. The example used is a large exit pupil eyepiece designed to view either a miniature color CCD or LED display.