UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark one)

   [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the quarterly period ended September 30, 2003

                                       OR

   [ ] Transition report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 for the transition period
       from _____________ to _____________

   Commission file number: 1-14128

                              EMERGING VISION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


        New York                                           11-3096941
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530
          (Address of Principal Executive Offices, including Zip Code)

                                 (516) 390-2100
              (Registrant's Telephone Number, Including Area Code)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                      Yes    X          No
                          ------           ------

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                      Yes               No    X
                          ------           ------

     As of November 17, 2003,  there were 80,319,410  outstanding  shares of the
Registrant's Common Stock, par value $0.01 per share.


<PAGE>

Item 1.  Financial Statements


                     EMERGING VISION, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                                                           September 30,       December 31,
                                                                                               2003               2002
                                                                                           -------------       ------------
                                                                                            (Unaudited)
                                     ASSETS
<S>                                                                                        <C>                  <C>
Current assets:
         Cash and cash equivalents                                                         $    1,192           $     664
         Franchise receivables, net of allowance of $770 and $1,063,
            respectively                                                                        1,378               1,133
         Other receivables, net of allowance of $125 and $101, respectively                       372                 447
         Current portion of franchise notes receivable, net of allowance
            of $214 and $442, respectively                                                        321                 612
         Inventory, net                                                                           369                 456
         Prepaid expenses and other current assets                                                471                 321
                                                                                           -----------          ----------
                     Total current assets                                                       4,103               3,633
                                                                                           -----------          ----------

Property and equipment, net                                                                       518                 693
Franchise notes and other receivables, net of allowance of $549 and $1,486,
   respectively                                                                                   612                 781
Goodwill                                                                                        1,266               1,266
Other assets                                                                                      242                 277
                                                                                           -----------          ----------
                     Total assets                                                          $    6,741           $   6,650
                                                                                           ===========          ==========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
         Current portion of long-term debt                                                 $      180           $     626
         Accounts payable and accrued liabilities                                               5,105               5,945
         Accrual for store closings                                                               337               1,109
         Related party borrowings                                                                  29                 377
         Net liabilities of discontinued operations                                               125                 208
                                                                                           -----------          ----------
                     Total current liabilities                                                  5,776               8,265
                                                                                           -----------          ----------

Long-term debt                                                                                     79                 260
                                                                                           -----------          ----------
Related party borrowings                                                                          150                 231
                                                                                           -----------          ----------
Franchise deposits and other liabilities                                                        1,203               1,709
                                                                                           -----------          ----------

Contingencies (Note 9)

Shareholders' deficit:
        Preferred stock, $0.01 par value per share; 5,000,000 shares authorized:
           Senior Convertible Preferred Stock, $100,000 liquidation preference
           per share; 1 share issued and outstanding                                               74                  74
        Common stock, $0.01 par value per share; 150,000,000 shares authorized;
           80,193,197 and 29,422,957 shares issued, respectively, and 80,010,860
           and 29,740,620 shares outstanding, respectively                                        801                 299
     Treasury stock, at cost, 182,337 shares                                                     (204)               (204)
     Additional paid-in capital                                                               121,720             120,345
     Accumulated deficit                                                                     (122,858)           (124,329)
                                                                                           -----------          ----------
                    Total shareholders' deficit                                                  (467)             (3,815)
                                                                                           -----------          ----------
                    Total liabilities and shareholders' deficit                            $    6,741           $   6,650
                                                                                           ===========          ==========
</TABLE>
     The accompanying notes are an integral part of these  consolidated  balance
sheets.

                                       2
<PAGE>

                     EMERGING VISION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                                                                For the Three Months          For the Nine Months
                                                                                 Ended September 30,           Ended September 30,
                                                                                  2003         2002             2003        2002
                                                                                ---------------------         ---------------------
<S>                                                                             <C>         <C>               <C>         <C>
  Revenues:
       Net sales                                                                $  1,756    $  2,773          $  5,365    $  7,847
       Franchise royalties                                                         1,631       1,769             4,828       5,156
       Other franchise related fees                                                   51          49               257          56
       Interest on franchise notes receivable                                         33          80               126         254
       Other income                                                                   15         136                51         232
                                                                                ---------   ---------         ---------   ---------
            Total revenues                                                         3,486       4,807            10,627      13,545
                                                                                ---------   ---------         ---------   ---------

  Costs and expenses:
       Cost of sales                                                                 188         612               656       2,014
       Selling, general and administrative expenses                                2,705       6,031             8,129      14,199
       Costs associated with evaluation of Offer (Note 7)                             38           -                38           -
       Interest expense                                                               12          59               169         157
                                                                                ---------   ---------         ---------   ---------
            Total costs and expenses                                               2,943       6,702             8,992      16,370
                                                                                ---------   ---------         ---------   ---------

       Income (loss) from continuing operations before
          provision for income taxes                                                 543      (1,895)            1,635      (2,825)
       Provision for income taxes                                                      -           -                 -           -
                                                                                ---------   ---------         ---------   ---------
          Income (loss) from continuing operations                                   543      (1,895)            1,635      (2,825)
                                                                                ---------   ---------         ---------   ---------

  Discontinued operations (Note 3):
       Income (loss) from discontinued operations                                     56         287              (164)        167
                                                                                ---------   ---------        ----------   ---------
          Net income (loss)                                                     $    599    $ (1,608)        $   1,471    $ (2,658)
                                                                                =========   =========        ==========   =========

  Per share information - basic and diluted (Note 5):
       Income (loss) from continuing operations                                 $   0.01    $  (0.06)        $    0.02    $  (0.10)
       Income (loss) from discontinued operations                                   0.00        0.01              0.00        0.01
                                                                                ---------   ---------        ----------   ---------
          Net income (loss)                                                     $   0.01    $  (0.05)        $    0.02    $  (0.09)
                                                                                =========   =========        ==========   =========

  Weighted-average number of common shares outstanding -
       Basic                                                                      79,914      29,433            60,937      28,286
                                                                                =========   =========        ==========   =========
       Diluted                                                                   100,593      29,433            70,354      28,286
                                                                                =========   =========        ==========   =========
</TABLE>

     The  accompanying   notes  are  an  integral  part  of  these  consolidated
statements.

                                       3
<PAGE>
                     EMERGING VISION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                            For the Nine Months Ended
                                                                                                  September 30,
                                                                                         ---------------------------------
                                                                                              2003               2002
                                                                                         ---------------   ---------------
<S>                                                                                        <C>               <C>
Cash flows from operating activities:
     Income (loss) from continuing operations                                              $    1,635        $   (2,825)
     Adjustments to reconcile income (loss) from continuing operations
        to net cash used in operating activities:
           Depreciation and amortization                                                          224               372
           Provision for doubtful accounts                                                         37               724
           Amortization of debt discount                                                          103                63
           Charges related to long-lived assets                                                     -               181
     Changes in operating assets and liabilities:
           Franchise and other receivables                                                       (216)              346
           Inventory                                                                               87               320
           Prepaid expenses and other current assets                                             (150)             (271)
           Other assets                                                                            35                57
           Accounts payable and accrued liabilities                                            (1,065)             (593)
           Franchise deposits and other liabilities                                              (506)             (167)
           Accrual for store closings                                                            (772)              (63)
                                                                                           -----------       -----------
Net cash used in operating activities                                                            (588)           (1,856)
                                                                                           -----------       -----------

Cash flows from investing activities:
     Franchise notes receivable issued                                                            (21)              (71)
     Proceeds from franchise and other notes receivable                                           490             1,234
     Purchases of property and equipment                                                          (49)             (245)
                                                                                           -----------       -----------
Net cash provided by investing activities                                                         420               918
                                                                                           -----------       -----------

Cash flows from financing activities:
     Proceeds from issuance of common stock upon exercise of options and
        warrants                                                                                   18                23
     Proceeds from borrowings                                                                     249             1,900
     Payments on borrowings                                                                    (1,408)           (1,589)
     Net proceeds from Rights Offering                                                          1,859                 -
                                                                                           -----------       -----------
Net cash provided by financing activities                                                         718               334
                                                                                           -----------       -----------
Net cash provided by (used in) continuing operations                                              550              (604)
                                                                                           -----------       -----------
Net cash (used in) provided by discontinued operations                                            (22)              152
                                                                                           -----------       -----------
   Net increase (decrease) in cash and cash equivalents                                           528              (452)
   Cash and cash equivalents - beginning of period                                                664             1,053
                                                                                           -----------       -----------
   Cash and cash equivalents - end of period                                               $    1,192        $      601
                                                                                           ===========       ===========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                                                             $       65        $       97
                                                                                           ===========       ===========
      Taxes                                                                                $       72        $       55
                                                                                           ===========       ===========
</TABLE>
     The  accompanying   notes  are  an  integral  part  of  these  consolidated
statements.


                                       4
<PAGE>
                     EMERGING VISION, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                        (In Thousands, Except Share Data)


<TABLE>
<CAPTION>

                                                                            Treasury
                                    Senior Convertible                       Stock,           Additional                   Total
                                     Preferred Stock        Common Stock     at cost           Paid-In    Accumulated  Shareholders'
                                    Shares    Amount   Shares       Amount   Shares   Amount   Capital      Deficit       Deficit
                                    ------    ------  ----------   --------  ------   ------  ----------  -----------  ------------


<S>                                 <C>      <C>      <C>          <C>       <C>      <C>      <C>         <C>           <C>
BALANCE - DECEMBER 31, 2002              1   $   74   29,922,957   $   299   182,337  $(204)   $120,345    $(124,329)    $ (3,815)
                                    ------   ------   ----------   --------  -------  -----    --------    ---------     ---------
Exercise of stock options and
   warrants                              -        -      270,240         2         -      -          16            -           18
Issuance of common shares in
  connection with Rights
  Offering (Note 7)                      -        -   50,000,000       500         -      -         838            -        1,338
Issuance of warrants in connection
  with Rights Offering (Note 7)          -        -            -         -         -      -         521            -          521
Net income                               -        -            -         -         -      -           -        1,471        1,471
                                    ------   ------   ----------   --------  -------  -----    --------    ---------     ---------
BALANCE - SEPTEMBER 30, 2003             1   $   74   80,193,197   $   801   182,337  $(204)   $121,720    $(122,858)    $   (467)
       (Unaudited)                  ======   ======   ==========   ========  =======  =====    ========    =========     =========


</TABLE>
     The accompanying notes are an integral part of this consolidated statement.


                                       5

<PAGE>
                     EMERGING VISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION:

     The accompanying Consolidated Financial Statements of Emerging Vision, Inc.
and subsidiaries (collectively,  the "Company") have been prepared in accordance
with accounting  principles  generally accepted for interim financial  statement
presentation and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes  required by  accounting  principles  generally  accepted for complete
financial statement presentation.  In the opinion of management, all adjustments
for a fair statement of the results of operations and financial position for the
interim  periods  presented have been included.  All such  adjustments  are of a
normal  recurring  nature.   This  financial   information  should  be  read  in
conjunction  with  the  Consolidated  Financial  Statements  and  Notes  thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.  There have been no changes in significant  accounting  policies since
December 31, 2002.


NOTE 2 - MANAGEMENT'S LIQUIDITY PLANS:

     As of September 30, 2003  (exclusive  of net  liabilities  of  discontinued
operations),   the  Company  had  reduced  its  negative  working  capital  from
$4,424,000  (as of December  31,  2002) to  $1,548,000,  and had cash on hand of
$1,192,000.  During the nine months ended  September 30, 2003,  the Company used
$588,000  of cash in its  operating  activities.  This  usage  was a result of a
decrease in the accrual for store  closings of $772,000  (Note 8), a decrease of
$506,000 in franchise deposits and other  liabilities,  a decrease of $1,065,000
in accounts payable and accrued liabilities,  an increase of $150,000 in prepaid
expenses and other current  assets,  and a net increase of $216,000 in franchise
and other receivables,  offset, in part, by income from continuing operations of
$1,635,000.

     Management  plans to  continue  to improve  its cash flows  during  2003 by
improving store  profitability  through  increased  monitoring of store-by-store
operations,  continuing  to  implement  reductions  of  administrative  overhead
expenses where necessary and feasible,  actively supporting development programs
for  franchisees,  and  continuing  to add new  franchise  stores to the system.
Management  believes that with the  successful  execution of the  aforementioned
plans  to  improve  cash  flows,  its  existing  cash,  and  the  collection  of
outstanding  receivables,  there will be sufficient  liquidity available for the
Company to continue in operation  through the fourth  quarter of 2004.  However,
there can be no assurance that management  will be able to successfully  execute
the aforementioned plans.


NOTE 3 - DISCONTINUED OPERATIONS:

     As of September  30,  2003,  there was  approximately  $284,000 of expenses
associated  with  the  Company's  discontinued  operations  accrued  as  part of
accounts  payable  and  accrued  liabilities  on the  accompanying  Consolidated
Balance  Sheet.  The majority of this amount (of which $225,000 was provided for
during the nine months ended  September 30, 2003)  relates to certain  potential
ongoing  liabilities that the Company agreed to guarantee in connection with its
sale of Insight Laser Centers N.Y.I.,  Inc. (the "Ambulatory  Center") (Note 9).
These  expenses were offset by income from  discontinued  operations  during the
three months ended  September 30, 2003,  resulting  from the reversal of certain
liabilities that existed at the time such operations were discontinued.


NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES:

Stock-Based Compensation

     In December 2002, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation  - Transition  and Disclosure - an amendment of SFAS No. 123." This
Statement  amends SFAS No. 123,  "Accounting for Stock-Based  Compensation",  to
provide alternative methods of transition for a voluntary change to the fair


                                        6
<PAGE>

     value based method of accounting for stock-based employee compensation.  In
addition,  this Statement amends the disclosure  requirements of SFAS No. 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method  used on  reported  results.  The  Company  has adopted the
provisions of SFAS No. 148 prospectively from January 1, 2003.

     Prior to 2003, the Company accounted for stock-based employee  compensation
under the recognition and measurement  provisions of Accounting Principles Board
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
Interpretations.  No stock-based  compensation cost is reflected in the 2002 net
loss,  as all options  granted to employees  had an exercise  price equal to the
market value of the  underlying  common stock on the date of grant.  Stock-based
compensation cost of approximately $1,000 is reflected in the 2003 net income as
a result of the grant, on May 30, 2003, of an aggregate of 700,000 stock options
to the Company's directors and Co-Chief Operating Officers.  The following table
illustrates  the effect on net income  (loss) and net income (loss) per share as
if the fair value method had been applied to all outstanding and unvested awards
in each period:
<TABLE>
<CAPTION>

                                                            Three Months Ended                Nine Months Ended
                                                               September 30,                    September 30,
                                                              (In thousands)                   (In thousands)
                                                      ---------------- --------------- --------------- ----------------
                                                            2003             2002            2003            2002
                                                      ---------------- --------------- --------------- ----------------
<S>                                                      <C>              <C>             <C>             <C>
    Net income (loss) - as reported                      $     599        $  (1,608)      $   1,471       $  (2,658)
    Deduct: Total stock-based employee compensation
       expense determined under fair value method
       for all awards                                           (9)          (1,081)           (864)         (3,243)
                                                         ----------       ----------      ----------      ----------
    Pro forma net income (loss)                          $     590        $  (2,689)      $     607       $  (5,901)
                                                         ==========       ==========      ==========      ==========

    Earnings per share:
           Basic and diluted - as reported               $    0.01        $   (0.05)      $    0.02       $   (0.09)
                                                         ==========       ==========      ==========      ==========
           Basic and diluted - pro forma                 $    0.01        $   (0.09)      $    0.01       $   (0.21)
                                                         ==========       ==========      ==========      ==========
</TABLE>

Revenue Recognition

     The Company  charges  franchisees a  nonrefundable  initial  franchise fee.
Initial franchise fees are recognized at the time all material services required
to be provided  by the Company  have been  substantially  performed.  Continuing
franchise  royalty  fees are  based  upon a  percentage  of the  gross  revenues
generated by each  franchised  location  and are recorded as earned,  subject to
meeting all of the requirements of SAB 101 described below.

     The Company derives its revenues from the following four principal sources:

     Net sales -  Represents  revenues  from the sale of eye care  products  and
related services;

     Franchise  royalties - Represents  continuing  franchise royalty fees based
upon a percentage of the gross revenues generated by each franchised location;

     Other  franchise  related fees - Represents  certain fees  collected by the
Company under the terms of franchise agreements (including,  but not limited to,
initial franchise fees, transfer fees and renewal fees).

     Interest on franchise  notes - Represents  interest  charged to franchisees
pursuant  to  promissory   notes  issued  in  connection   with  a  franchisee's
acquisition  of  the  assets  of  a  store  or  a  qualified  refinancing  of  a
franchisee's obligations to the Company.

     The Company  recognizes  revenues in accordance  with SEC Staff  Accounting
Bulletin No. 101,  "Revenue  Recognition in Financial  Statements"  ("SAB 101").
Accordingly,  revenues are recorded when  persuasive  evidence of an arrangement
exists,  delivery has occurred or services  have been  rendered,  the  Company's
price to the buyer is fixed or determinable,  and  collectibility  is reasonably
assured.  To the extent that  collectibility  of  royalties  and/or  interest on


                                       7
<PAGE>

franchise notes is not reasonably  assured,  the Company recognizes such revenue
when the cash is received.

     In addition,  the Company  accounts for  discounts,  coupons and promotions
(that are offered to its customers) as a direct reduction of sales.


NOTE 5 - PER SHARE INFORMATION:

     In  accordance  with SFAS No. 128,  "Earnings  Per Share"  basic net income
(loss) per common share  ("Basic EPS") is computed by dividing net income (loss)
by the weighted-average number of common shares outstanding.  Diluted net income
(loss) per common  share  ("Diluted  EPS") is computed  by  dividing  net income
(loss) by the weighted-average number of common shares and dilutive common share
equivalents and convertible  securities then outstanding.  SFAS No. 128 requires
the  presentation of both Basic EPS and Diluted EPS on the face of the Company's
Consolidated  Statements  of  Operations.   Common  stock  equivalents  totaling
9,477,658 were excluded from the computation for the three and nine months ended
September 30, 2002, as their impact would have been anti-dilutive.  Common stock
equivalents  totaling  9,062,323 (of an aggregate of 59,642,083 for the nine and
three months ended  September  30, 2003,  respectively)  were  excluded from the
computation  for the three and nine months ended  September  30, 2003,  as their
impact would have been anti-dilutive.

     The  following  table sets forth the  computation  of basic and diluted per
share information:
<TABLE>
<CAPTION>
                                                         For the Three Months Ended        For the Nine Months Ended
                                                               September 30,                     September 30,
                                                               (In thousands)                   (In thousands)
                                                      ---------------- ---------------- --------------- ----------------
                                                            2003             2002             2003            2002
                                                      ---------------- ---------------- --------------- ----------------
<S>                                                      <C>              <C>              <C>             <C>
Numerator:

     Income (loss) from continuing operations            $     543        $  (1,895)       $    1,635      $   (2,825)
     Income (loss) from discontinued operations                 56              287              (164)            167
                                                         ----------       ----------       -----------     -----------
        Net income (loss)                                $     599        $  (1,608)       $    1,471      $   (2,658)
                                                         ==========       ==========       ===========     ===========

Denominator:

     Weighted average common shares outstanding             79,914           29,433            60,937          28,286
     Dilutive effect of:
        Stock options                                          286                -                95               -
        Warrants issued in connection with Rights
           Offering                                         20,393                -             9,322               -
                                                         ----------       ----------       -----------     -----------
     Weighted average common shares
        outstanding, assuming dilution                     100,593           29,433            70,354          28,286
                                                         ==========       ==========       ===========     ===========

Basic and Diluted Per Share Information:

     Income (loss) from continuing operations            $    0.01        $   (0.06)       $     0.02      $    (0.10)
     Income (loss) from discontinued operations               0.00             0.01              0.00            0.01
                                                         ----------       ----------       -----------     -----------
        Net income (loss)                                $    0.01        $   (0.05)       $     0.02      $    (0.09)
                                                         ==========       ==========       ===========     ===========
</TABLE>

NOTE 6 - SHAREHOLDER RIGHTS OFFERING:

     On February  12,  2003, a  registration  statement  filed by the Company in
connection  with its  shareholder  rights  offering (the "Rights  Offering") was
declared  effective  by the  Securities  and  Exchange  Commission.  The  Rights
Offering  consisted of 50,000,000  units, with each unit consisting of one share


                                       8
<PAGE>

of the Company's  Common Stock,  and a warrant,  having a term of 12 months,  to
purchase one  additional  share of Common  Stock at an exercise  price of $0.05,
which was  determined  based on certain  closing  price and volume  requirements
during the subscription period.

     The terms of the Rights Offering provided that each shareholder was granted
1.67  non-transferable  rights for every  share of Common  Stock owned as of the
record date,  February 25, 2003.  Each right was  exercisable  for one unit at a
price of $0.04.

     On April 14, 2003, the subscription  period ended and the Company completed
the Rights Offering.  Approximately  92,700,000 units were subscribed for in the
Rights  Offering,  and, as a result,  50,000,000 new shares of Common Stock, and
warrants to purchase 50,000,000  additional shares of Common Stock, were issued,
resulting in gross proceeds of $2,000,000.  The issuance costs  associated  with
the Rights Offering were  approximately  $141,000.  The net proceeds received in
the Rights  Offering  (approximately  $1,859,000)  were  allocated  based on the
relative  fair  values  of the  Common  Stock  and  the  warrants.  Accordingly,
approximately  $1,338,000  was  allocated to the Common Stock and  approximately
$521,000 was allocated to the warrants.

     As a result  of the  acquisition  of  shares in the  Rights  Offering,  the
percentage ownership,  of the Company, of certain of the Company's  shareholders
has increased or, upon the exercise of warrants  obtained in the Rights Offering
such percentage ownership could increase,  to 5% or more. Such transactions,  as
well as past, and possible future, sales, acquisitions,  transfers, conversions,
exercises  and/or  other  dispositions  of stock,  options,  warrants  and other
securities in or of the Company,  by existing and/or future owners of 5% or more
of the  Company,  may  have  resulted,  or  could in the  future  result,  in an
"ownership  change" (as defined in Section 382 of the  Internal  Revenue Code of
1986,  as amended).  The  occurence of a Section 382  "ownership  change"  could
significantly  limit the Company's use of its net operating loss  carry-forwards
and similar  corporate tax attributes (to offset future federal taxable income),
which, as of December 31, 2002, were approximately $44,000,000 in the aggregate.


NOTE 7 - OFFER TO ACQUIRE OUTSTANDING CAPITAL STOCK:

     On June 6, 2003, the Company  received an unsolicited  offer (the "Offer"),
from Horizons  Investors Corp.  ("Horizons"),  Drs.  Robert and Alan Cohen,  and
certain of the Cohen family  members (the "Offering  Group"),  to acquire all of
the outstanding capital stock of the Company.

     The Offer  provided  that the  Offering  Group  would  purchase  all of the
outstanding  Common  Stock of the  Company  for a price per share of $0.07  (the
"Offered  Price"),  payable in cash, and that holders of vested employee options
and  warrants  would be entitled  to  receive,  in cash,  the  difference,  if a
positive  number,  between  the  Offered  Price and the  exercise  price of such
options and warrants.

     Horizons,  Drs.  Robert  and Alan  Cohen and  certain  of the Cohen  family
members are the holders of, in the aggregate,  approximately  seventy-four (74%)
percent of the  Company's  outstanding  Common Stock,  and Drs.  Robert and Alan
Cohen, and Benito R. Fernandez, a principal shareholder of Horizons, are members
of the Board of Directors of the Company.

     On  November  5,  2003,  the  Offering  Group  rescinded  the  Offer in all
respects. The Company has no additional information with respect to the Offering
Group's rescission of the Offer.


NOTE 8 - ACCRUAL FOR STORE CLOSINGS:

     Effective  January 1, 2003, the Company  adopted the provisions of SFAS No.
146,  "Accounting for Costs Associated with Exit or Disposal  Activities," which
supercedes  Emerging  Issues Task Force Issue 94-3,  "Liability  Recognition for
Certain Employee  Termination  Benefits and Other Costs to Exit an Activity." In
accordance therewith, the Company records a liability for a cost associated with
an exit or disposal activity when the liability is incurred. Prior to January 1,
2003, a provision was recorded at the time the determination was made to close a
particular  store and was based on the  expected  net  proceeds,  if any,  to be


                                       9
<PAGE>

generated  from the  disposition  of the  store's  assets,  as  compared  to the
carrying  value  (after  consideration  of  impairment,  if any) of such store's
assets and the estimated  costs  (including  lease  termination  costs and other
expenses)  that were  anticipated  to be incurred in the closing of the store in
question.  As of December  31,  2002,  the  Company  had  accrued  approximately
$1,109,000  related to its  anticipated  closure  of 11 stores.  During the nine
months ended  September 30, 2003,  the Company  successfully  closed ten of such
stores.  As of  September  30, 2003,  $337,000  remained as an accrual for store
closings on the accompanying Consolidated Balance Sheet. The Company anticipates
completing  its closure plan by the end of 2003.  No  additional  provision  was
provided during the nine months ended September 30, 2003.


NOTE 9 - CONTINGENCIES:

Litigation

     In 1999,  Apryl  Robinson  commenced an action in Kentucky  against,  among
others,  the  Company,  seeking an  unspecified  amount of damages and  alleging
numerous claims, including fraud and misrepresentation.  The claims that are the
subject of this  action  were  subsequently  tried in an action in New York that
resulted in a judgment in favor of the Company, and against Ms. Robinson and Dr.
Larry Joel, a co-defendant  in such action.  Subsequently,  Ms. Robinson and Dr.
Joel filed for  bankruptcy in Kentucky,  and the Company is proceeding  with its
efforts to enforce its judgment against Ms. Robinson and Dr. Joel.

     In 1999, Berenter Greenhouse and Webster, the advertising agency previously
utilized by the Company,  commenced an action,  against the Company,  in the New
York State Supreme  Court,  New York County,  for amounts  alleged to be due for
advertising and related fees. The amounts claimed by the plaintiff are in excess
of $200,000.  In response to this action,  the Company  filed  counterclaims  of
approximately $500,000,  based upon estimated overpayments allegedly made by the
Company pursuant to the agreement  previously  entered into between the parties.
As of the date hereof, these proceedings were still in the discovery stage.

     In April 2000, the Company  commenced an action in the Supreme Court of the
State of New Jersey against  Preit-Rubin,  Inc. and Cumberland Mall  Associates,
the landlord of the former  Sterling  Optical Store located in Cumberland  Mall,
Vineland,  New Jersey,  seeking damages of approximately $200,000 as a result of
the defendants  alleged wrongful eviction of the Company from this location.  In
response  thereto,  the  defendants  asserted   counterclaims  of  approximately
$100,000  plus legal fees based upon the Company's  alleged  breach of the lease
pursuant to which it occupied  such store.  Thereafter,  the  defendant  filed a
motion for summary judgment seeking a dismissal of the Company's  claims,  which
motion was decided by the Court,  in a favor of the defendant.  In May 2003, the
Company  and  Preit-Rubin  settled the action,  the terms of which  provide,  in
material part,  that the Company pay  Preit-Rubin  the aggregate sum of $187,500
and, upon the parties' full  performance of their respective  obligations  under
such settlement, the action will be dismissed with prejudice.

     In July 2001,  the Company  commenced  an  Arbitration  Proceeding,  in the
Ontario  Superior  Court  of  Justice,  against  Eye-Site,  Inc.  and  Eye  Site
(Ontario),  Ltd.,  as the  makers  of two  promissory  notes  (in the  aggregate
original  principal  amount of  $600,000)  made by one or more of the  makers in
favor of the Company,  as well as against  Mohammed Ali, as the guarantor of the
obligations of each maker under each note. The notes were issued, by the makers,
in connection with the makers'  acquisition of a Master Franchise  Agreement for
the Province of Ontario, Canada, as well as their purchase of the assets of, and
a Sterling  Optical Center  Franchise for, four of the Company's  retail optical
stores  then  located  in  Ontario,   Canada.   In  response,   the   defendants
counterclaimed for damages, in the amount of $1,500,000, based upon, among other
items,  alleged  misrepresentations  made by  representatives  of the Company in
connection  with  these  transactions.  The  Company  believes  that  it  has  a
meritorious  defense  to  each  counterclaim.  As  of  the  date  hereof,  these
proceedings were in the discovery stage.

     In February 2002, Kaye Scholer,  LLP, the law firm  previously  retained by
the Company as its outside  counsel,  commenced  an action in the New York State
Supreme Court seeking  unpaid legal fees of  approximately  $122,000.  As of the
date hereof,  the Company has answered the Complaint in such action. The Company
believes that it has a meritorious defense to such claim.

     In May 2002, a class action was commenced in the California Superior Court,
Los Angeles  County,  against the Company and  VisionCare  of  California,  Inc.
("VCC"),  a wholly owned  subsidiary of the Company,  by Consumer  Cause,  Inc.,


                                       10
<PAGE>

seeking a preliminary  and permanent  injunction  enjoining the defendants  from
their  continued  alleged  violation of the California  Business and Professions
Code (the "California Code"), and restitution based upon the defendants' alleged
illegal  charging  of  dilation  fees  during the four year  period  immediately
preceding  the  date of the  plaintiff's  commencement  of such  action.  In its
complaint, the plaintiff alleged that VCC's employment of licensed optometrists,
as well as its  operation  (under the name  Sterling  VisionCare)  of optometric
offices in locations which are usually situated adjacent to the Company's retail
optical stores located in the State of California,  violates certain  provisions
of the California Code and was seeking to permanently enjoin VCC from continuing
to operate in such manner.  In November 2002,  the  plaintiffs  filed an amended
complaint removing VCC as a defendant in this action. In January 2003, on motion
of the Company,  the court dismissed this action,  with  prejudice,  and without
liability to the Company.  In April 2003, the plaintiff filed a Notice of Appeal
of the decision of the lower court  dismissing this action.  The Company intends
to vigorously pursue its opposition of this appeal.

     In  August  2002,  Sterling  Advertising,  Inc.  ("SAI"),  a  wholly  owned
subsidiary  of the Company,  commenced  an action in the New York State  Supreme
Court,  Nassau  County,  against  Harvey Herman  Associates,  Inc.  ("HHA"),  an
advertising agency previously retained by SAI, seeking damages, in the estimated
amount of $150,000,  as a result of HHA's alleged  failure to provide certain of
the  services  otherwise  required  of it  pursuant  to the  terms of a  certain
Client-Agency  Agreement,  dated July 9, 2001, between SAI and HHA.  Thereafter,
HHA, on August 6, 2002, commenced an action in the New York State Supreme Court,
New York County, against the Company,  seeking damages in the approximate amount
of $90,000,  based upon one or more additional agreements allegedly entered into
between  HHA and SAI,  which,  in the  opinion of SAI,  required  HHA to perform
certain  services which were already  included  within the scope of the services
required to be performed, by HHA, under such Client-Agency  Agreement. As of the
date hereof,  the parties have agreed,  in principal,  to settle such litigation
without the payment of any additional compensation.

     In October 2002, an action was commenced against the Company and its wholly
owned subsidiary, Sterling Vision of Eastland, Inc. (the "Tenant"), in the North
Carolina General Court of Justice, in which Charlotte Eastland Mall, LLC, as the
Landlord of the Tenant's  former  Sterling  Optical Center located in Charlotte,
North Carolina, is seeking,  among other things, damages against the Company, in
the approximate  amount of $81,000,  under its Limited  Guaranty of the Tenant's
obligations under the Lease for such Center.  The Company believes that it has a
meritorious  defense to such action.  As of the date hereof,  these  proceedings
were in the discovery stage.

     In November 2002, ADD of North Dakota, ADD of Jamestown,  Inc., each former
franchisees  of the Company,  and Aron  Dinesen,  their  principal  shareholder,
commenced an action against the Company,  in the United States  District  Court,
District of North Dakota,  Southeastern Division,  alleging, among other things,
that  the  Company  breached  certain  of its  obligations  under  each of their
respective  Franchise  Agreements.  In response thereto,  the defendant asserted
counterclaims  based upon the  defendants  alleged breach of each such franchise
agreement and of certain of the other  agreements  executed by the defendants in
connection therewith.  The Company believes that it has a meritorious defense to
plaintiffs' claims in such action. As of the date hereof, these proceedings were
in the discovery stage.

     In December 2002, Pyramid Champlain Company ("Pyramid") commenced an action
against the  Company,  in the Supreme  Court of the State of New York,  Onondaga
County,  in which  Pyramid,  as the landlord of the  Company's  former  Sterling
Optical Center located in Plattsburg,  New York, is seeking, among other things,
damages against the Company,  in the approximate  amount of $230,000,  under the
lease for such Center.  As of the date  hereof,  these  proceedings  were in the
discovery stage. While the Company believes that it has a meritorious defense to
such action,  a settlement,  in  principal,  of the action has been reached with
Pyramid,  the terms of which  provide  that the Company  will pay to Pyramid the
aggregate  sum of $125,000,  in  consideration  for  Pyramid's  dismissal of the
action, with prejudice,  and the exchange of mutual general releases.  There can
be no assurance, however, that this settlement will be consummated.

     On or about January 15, 2003, Wells Fargo Financial Leasing, Inc. commenced
an action  against the Company,  in the United States  District  Court,  Eastern
District of New York, as the lessor of certain office equipment allegedly leased
to the Company, and was seeking therein, among other things, damages against the
Company,  in the  approximate  amount of $100,000,  in respect of claims arising
under such lease.  In August  2003,  the  Company  and Wells  Fargo  settled the


                                       11
<PAGE>

action, the terms of which provide, in material part, that the Company pay Wells
Fargo the aggregate sum of $75,000 and,  upon the parties' full  performance  of
their respective obligations under such settlement, the action will be dismissed
with prejudice.

     On or about May 12, 2003, General Electric Capital Corporation commenced an
action  against  Sterling  Vision of  California,  Inc. and the Company,  in the
Supreme  Court of the State of New  York,  County of  Nassau,  as the  lessor of
certain  office  equipment  allegedly  leased to Sterling  Vision of California,
Inc., and is seeking therein,  among other things,  damages against the Company,
in the approximate  amount of $266,000,  in respect of claims arising under such
lease.  On June 3, 2003,  the  plaintiff's  motion  for an order of seizure  and
preliminary injunction,  which was not opposed by the defendants, was granted by
the Court. The defendants  believe that they have a meritorious  defense to such
action. As of the date hereof, these proceedings were in the discovery stage.

     On May 20, 2003,  Irondequoit  Mall,  LLC  commenced an action  against the
Company and Sterling Vision of Irondequoit,  Inc. alleging,  among other things,
that the Company had  breached its  obligations  under its guaranty of the lease
for the former  Sterling  Optical  store  located in  Rochester,  New York.  The
defendants  believe that they have a meritorious  defense to such action.  As of
the date hereof, these proceedings were in the discovery stage.

     On May 21, 2003, SMB Operating  Company,  LLC ("SMB"),  the landlord of the
Company's former Sterling Optical store located in Edina,  Minnesota,  commenced
an action against the Company and its subsidiary,  Sterling Vision of Southdale,
Inc.,  alleging that the Company had breached its obligations under its guaranty
of the lease for such store. The defendants believe that they have a meritorious
defense to such action.  As of the date hereof,  the defendants'  time to answer
the  complaint  has not yet expired.  While the Company  believes  that it has a
meritorious  defense to such action, a settlement,  in principal,  of the action
has been reached with SMB, the terms of which  provide that the Company will pay
to SMB the aggregate sum of $70,000, in consideration for SMB's dismissal of the
action, with prejudice,  and the exchange of mutual general releases.  There can
be no assurance, however, that this settlement will be consummated.

     On or  about  July  1,  2003,  Eighth  Street  Tower  Corporation  ("ESTC")
commenced an action against the Company,  in the District Court of the County of
Hennepin,  State of Minnesota,  in which the  plaintiff,  as the Landlord of the
Company's  former Sterling Optical store located in Minneapolis,  Minnesota,  is
seeking,  among other things,  damages  against the Company,  in the approximate
amount of $55,000,  under the lease for such store. As of the date hereof, these
proceedings were in the discovery stage.  While the Company believes that it has
a meritorious defense to such action, a settlement,  in principal, of the action
has been reached with ESTC, the terms of which provide that the Company will pay
to ESTC the aggregate sum of $45,000,  in consideration  for ESTC's dismissal of
the action, with prejudice,  and the exchange of mutual general releases.  There
can be no assurance, however, that this settlement will be consummated.

     In  August  2003,   Developers   Diversified  Realty  Corporation  ("DDRC")
commenced an action  against the Company,  in the Iowa District Court of Wapello
County,  in which DDRC, as the Landlord of the Company's former Sterling Optical
store located in Ottumwa,  Iowa, is seeking, among other things, damages against
the Company,  in the  approximate  amount of $115,000,  under the lease for such
store. The Company believes that it has a meritorious defense to such action. As
of the date hereof, these proceedings were in the discovery stage.

     In October 2003, Luzerne Optical  Laboratories,  Ltd. ("Luzerne") commenced
an action against the Company in the State of  Pennsylvania,  seeking payment of
the  approximate sum of $240,000 for ophthalmic  lenses and laboratory  services
allegedly  purchased by the Company.  On November 6, 2003,  the Company  filed a
motion to remove such action,  from the Court of Common Pleas of Luzerne County,
to the United States  District  Court,  Eastern  District of  Pennsylvania  and,
accordingly,  the Company's  time to answer the complaint in this action has not
yet expired.  The Company  believes  that is has a  meritorious  defense to such
action.

     In  addition  to the  foregoing,  the  Company  is a  defendant  in certain
lawsuits  alleging  various claims  incurred in the ordinary course of business,
certain of which claims are covered by various  insurance  policies,  subject to
certain  deductible  amounts  and  maximum  policy  limits.  In the  opinion  of
management,  the  resolution of these claims should not have a material  adverse
effect,  individually  or in the  aggregate,  upon  the  Company's  business  or
financial  condition.  Other than as set forth above,  management  believes that
there are no other legal proceedings  pending or threatened to which the Company
is, or may be, a party,  or to which any of its properties are or may be subject


                                       12
<PAGE>

to, which, in the opinion of management,  will have a material adverse effect on
the Company. Additionally, with respect to the landlord-tenant actions described
herein,  the Company has already  accounted  for the  estimated  possible  costs
(including  possible  judgments)  associated  with such  actions  as part of the
accrual for store closings as of September 30, 2003.

Guarantees

     In connection  with the Company's sale of the Ambulatory  Center on May 31,
2001 (Note 3), the Company agreed to guarantee  certain of the potential ongoing
liabilities of the Ambulatory  Center.  As of December 31, 2002, the Company had
accrued $159,000 for estimated  guaranteed  liabilities in 2002. During the nine
months ended September 30, 2003, the Company accrued an additional  $225,000 for
such  estimated  guaranteed  liabilities,  representing  the estimated cash flow
losses of the Ambulatory Center through September 30, 2003, based on information
provided by the owner.

     In September  2003, the Company  entered into a series of agreements,  with
the owner of the Ambulatory Center and the landlord of the premises, pursuant to
which the Company's  future  guarantee is now  expressly  limited to that of the
minimum base rent and additional rent, payable under the lease for the premises,
as  adjusted  in  accordance  with  the  agreements.   In  connection  with  the
agreements,  the Company agreed to settle its outstanding  liabilities allegedly
due under its guarantee,  which  liabilities  were settled at lower amounts than
the Company had originally accrued for.

     As of September 30, 2003,  the Company was a guarantor of certain leases of
retail optical stores franchised and subleased to its franchisees.  In the event
that all of such  franchisees  defaulted  on  their  respective  subleases,  the
Company would be obligated  for aggregate  lease  obligations  of  approximately
$5,003,000.


NOTE 10 - EXECUTIVE COMPENSATION:

     On May 30, 2003, the Compensation  Committee (the "Committee") of the Board
granted 100,000 stock options to each of the three Co-Chief  Operating  Officers
of the Company. The options have an exercise price of $0.05, a term of 10 years,
and are immediately exercisable.  One of the Co-Chief Operating Officers (who is
also the Company's  Chief  Financial  Officer) has an employment  agreement that
provides for an incentive  bonus based on the Company's  achievement  of certain
EBITDA  targets,  as defined in his agreement.  The Committee also resolved that
each of the Company's two other Co-Chief  Operating  Officers would also receive
an  incentive  bonus  based on  substantially  the same terms as provided to the
other  Co-Chief  Operating  Officer,  pursuant to his employment  agreement.  On
November  11, 2003 and November 13,  2003,  respectively,  two of the  Company's
Co-Chief Operating  Officers exercised the aforementioned  100,000 stock options
granted to each of them.





                                       13
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


     This Report  contains  certain  forward-looking  statements and information
relating  to the  Company  that  are/is  based on the  beliefs of the  Company's
management,  as well as assumptions made by, and information currently available
to, the Company's management.  When used in this Report, the words "anticipate",
"believe",  "estimate", "expect", and similar expressions, as they relate to the
Company or the Company's  management,  are intended to identify  forward-looking
statements. Such statements reflect the current view of the Company with respect
to future events,  are not guarantees of future  performance  and are subject to
certain  risks and  uncertainties.  These risks and  uncertainties  may include,
among other items: potential conflicts of interest that could occur with certain
of our directors;  the retention of certain members of our management  team; our
inability to control the management of our franchised stores; the effects of new
state, local and federal  regulations that affect the health care industry;  our
ability to continue to enter favorable  arrangements with health care providers;
increased competition from other eyewear providers; the acceptance of refractive
laser  surgery;  product  demand  and  market  acceptance  risks;  the effect of
economic conditions;  the impact of competitive products,  services and pricing;
product  development,  commercialization  and  technological  difficulties;  our
ability,  or lack  thereof,  to secure  additional  financing in the future,  if
necessary,  due to the  potential  lack of  liquidity of our common  stock;  the
potential  limitation on the use of our net  operating  loss  carry-forwards  in
accordance  with Section 382 of the Internal  Revenue Code of 1986,  as amended,
based on certain future changes in ownership that could occur;  the  possibility
that we will be  unable to  successfully  execute  our  business  plan;  and the
outcome of pending and future  litigation.  Should one or more of these risks or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual results may vary materially from those described herein as "anticipated",
"believed",  "estimated",  or "expected".  The Company does not intend to update
these forward-looking statements.


Results of Operations

For the Three and Nine Months Ended September 30, 2003, as Compared to the
Comparable Period in 2002

     Net sales for Company-owned  stores,  including  revenues  generated by the
Company's wholly-owned subsidiary, VisionCare of California, Inc., a specialized
health  care  maintenance  organization  licensed  by the  State  of  California
Department of Managed Health Care,  decreased by  approximately  $1,017,000,  or
36.7%,  to $1,756,000 for the three months ended September 30, 2003, as compared
to $2,773,000 for the comparable  period in 2002, and decreased by approximately
$2,482,000,  or 31.6%,  to  $5,365,000  for the nine months ended  September 30,
2003,  as  compared  to  $7,847,000  for the  comparable  period in 2002.  These
decreases were primarily due to the lower average number of Company-owned stores
in operation  during the three and nine months  ended  September  30,  2003,  as
compared  to  the  same  periods  in  2002.  This  decrease  was  in  line  with
management's  expectations  due to the closing of  non-profitable  Company-owned
stores.

     As of September 30, 2003, there were 172 stores in operation, consisting of
13  Company-owned  stores  (including 6  Company-owned  stores being  managed by
franchisees) and 159 franchised  stores,  as compared to 186 stores in operation
as of September 30, 2002,  consisting of 31 Company-owned  stores  (including 13
Company-owned stores being managed by franchisees) and 155 franchised stores. On
a same store basis (for those  stores that the Company  continues  to operate as
Company-owned  stores),  comparative net sales decreased by $41,000, or 5.0%, to
$784,000 for the three months ended  September 30, 2003, as compared to $825,000
for the  comparable  period in 2002,  and  decreased  by $108,000,  or 4.2%,  to
$2,441,000  for the nine  months  ended  September  30,  2003,  as  compared  to
$2,549,000  for the  comparable  period in 2002.  Management  believes  that the
year-to-date decline was a direct result of the general downturn in the economy.

     Franchise royalties  decreased by $138,000,  or 7.8%, to $1,631,000 for the
three  months  ended  September  30,  2003,  as compared to  $1,769,000  for the
comparable period in 2002, and decreased by $328,000, or 6.4%, to $4,828,000 for
the nine months ended  September  30, 2003,  as compared to  $5,156,000  for the
comparable  period in 2002.  These  decreases were primarily a result of a lower
average  number of  franchised  stores in  operation  during  the three and nine
months ended September 30, 2003 as compared to 2002.

     For the three and nine months ended September 30, 2003,  there were $51,000
and $257,000 of other franchise  related fees,  respectively.  For the three and
nine months ended September 30, 2002, the Company recognized $49,000 and $56,000


                                       14
<PAGE>

of such fees,  respectively.  These increases were primarily attributable to the
Company entering into thirteen new franchise  agreements  during the nine months
ended September 30, 2003.

     Interest on franchise notes receivable  decreased by $47,000,  or 58.8%, to
$33,000 for the three months ended  September  30, 2003,  as compared to $80,000
for the comparable period in 2002, and decreased $128,000, or 50.4%, to $126,000
for the nine months ended  September  30, 2003,  as compared to $254,000 for the
comparable  period in 2002.  These  decreases  were  primarily  due to  numerous
franchise  notes maturing during the past 12 months and only two new notes being
generated during the three and nine months ended September 30, 2003, as compared
to the comparable periods in 2002.

     Excluding  revenues  generated by the  Company's  wholly-owned  subsidiary,
VisionCare of California,  Inc., the Company's gross profit margin  increased by
14.9%,  to 76.5%,  for the three months ended September 30, 2003, as compared to
61.6% for the comparable  period in 2002,  and increased by 13.6%,  to 76.6% for
the nine  months  ended  September  30,  2003,  as  compared  to  63.0%  for the
comparable  period in 2002.  These  increases  were  mainly a result of improved
inventory  management and control,  improved purchasing at lower average product
costs,  and improved  discounts  obtained in 2003 from certain of the  Company's
vendors.  Additionally,  during the nine months ended  September  30, 2003,  the
Company  settled  liabilities  with certain of its vendors at lower amounts than
originally anticipated,  which had a positive effect on its gross profit margin.
In the future,  the Company's  gross profit margin may fluctuate  depending upon
the extent and timing of changes in the  product  mix in  Company-owned  stores,
competitive pricing, and promotional incentives.

     Selling,  general and administrative  expenses decreased by $3,326,000,  or
55.1%,  to $2,705,000 for the three months ended September 30, 2003, as compared
to $6,031,000 for the comparable period in 2002, and decreased by $6,070,000, or
42.7%,  to $8,129,000 for the nine months ended  September 30, 2003, as compared
to $14,199,000 for the comparable period in 2002. These decreases were primarily
due to management's plan to reduce administrative  expenses, where necessary and
feasible,  and to close non-profitable  Company-owned stores.  Included in these
decreases  were  reductions  in salaries  and related  expenses of $706,000  and
$1,596,000,  facility and other  overhead  charges of $803,000  and  $2,490,000,
professional  fees of $252,000 and $410,000,  provision for doubtful accounts of
$616,000 and  $687,000,  and  provision  for store  closings of $617,000 for the
three and nine-month periods ended September 30, 2003, respectively.

     Interest  expense  decreased by $47,000,  to $12,000,  for the three months
ended  September 30, 2003, as compared to $59,000 for the  comparable  period in
2002, and increased by $12,000, to $169,000, for the nine months ended September
30,  2003,  as compared  to  $157,000  for the  comparable  period in 2002.  The
decrease  during the three months ended  September  30, 2003 was a result of the
Company  paying off the majority of its debt  obligations in April 2003 with the
proceeds  received  from its  shareholder  rights  offering.  During  the entire
comparable period in 2002, the Company was incurring interest on those same debt
obligations.  The increase  during the nine months ended September 30, 2003, was
primarily due to the amortization of the remaining debt discount  resulting from
aforementioned debt payment in April 2003.


Liquidity and Capital Resources

     As of September 30, 2003  (exclusive  of net  liabilities  of  discontinued
operations),   the  Company  had  reduced  its  negative  working  capital  from
$4,424,000  (as of December  31,  2002) to  $1,548,000,  and had cash on hand of
$1,192,000.  During the nine months ended  September 30, 2003,  the Company used
$588,000  of cash in its  operating  activities.  This  usage  was a result of a
decrease in the accrual for store  closings of $772,000  (Note 8), a decrease of
$506,000 in franchise deposits and other  liabilities,  a decrease of $1,065,000
in accounts payable and accrued liabilities,  an increase of $150,000 in prepaid
expenses and other current  assets,  and a net increase of $216,000 in franchise
and other receivables,  offset, in part, by income from continuing operations of
$1,635,000.

     For the nine  months  ended  September  30,  2003,  cash flows  provided by
investing  activities were $420,000,  as compared to $918,000 for the comparable
period in 2002.  This was  principally  due to the  maturing  of numerous of the
Company's  franchise notes  receivable  during the twelve months ended March 31,
2003 and the early  repayment  of four  franchise  notes  during the nine months
ended September 30, 2002.


                                       15
<PAGE>

     For the nine  months  ended  September  30,  2003,  cash flows  provided by
financing  activities  were $718,000,  principally  due to the completion of the
shareholder rights offering,  offset by the repayment of the Company's long term
debt and related party borrowings.

     In April 2003,  the Company  completed  its  shareholder  rights  offering,
resulting in net proceeds of  $1,859,000.  With a portion of the  proceeds,  the
Company paid off $417,000, $407,000 and $100,000, respectively, representing the
remaining principal amounts due under a secured term note, a credit facility and
a director loan.

     Management  plans to  continue  to improve  its cash flows  during  2003 by
improving store  profitability  through  increased  monitoring of store-by-store
operations,  continuing  to  implement  reductions  of  administrative  overhead
expenses where necessary and feasible,  actively supporting development programs
for  franchisees,  and  continuing  to add new  franchise  stores to the system.
Management  believes that with the  successful  execution of the  aforementioned
plans  to  improve  cash  flows,  its  existing  cash,  and  the  collection  of
outstanding  receivables,  there will be sufficient  liquidity available for the
Company to continue in operation  through the fourth  quarter of 2004.  However,
there can be no assurance that management  will be able to successfully  execute
the aforementioned plans.

















                                       16
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     The Company  presently has  outstanding  certain  equity  instruments  with
beneficial  conversion terms.  Accordingly,  the Company,  in the future,  could
incur non-cash charges to equity (as a result of the exercise of such beneficial
conversion  terms),  which  would  have a  negative  impact on future  per share
calculations.


Item 4.  Controls and Procedures

a)       Evaluation of Disclosure Controls and Procedures

     Based  on  their  evaluation  of  the  Company's  disclosure  controls  and
procedures as of the end of the period covered by this Quarterly  Report on Form
10-Q,  the Co-Chief  Operating  Officers  (each of whom are Principal  Executive
Officers,  and one of whom is also the Company's Chief  Financial  Officer) have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or submits  under the Exchange Act is recorded,  processed,  summarized
and  reported  within the time  periods  specified  in  Securities  and Exchange
Commission  rules and forms,  and include  controls and  procedures  designed to
ensure that information  required to be disclosed by the Company in such reports
is  accumulated  and  communicated  to the Company's  management,  including the
Co-Chief Operating Officers,  as appropriate to allow timely decisions regarding
required disclosure.

b)       Changes in Internal Controls

     There were no changes that occurred  during the fiscal  quarter  covered by
this  Quarterly  Report  on Form  10-Q that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal controls over
financial reporting.









                                       17
<PAGE>
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     In  August  2003,   Developers   Diversified  Realty  Corporation  ("DDRC")
commenced an action  against the Company,  in the Iowa District Court of Wapello
County,  in which DDRC, as the Landlord of the Company's former Sterling Optical
store located in Ottumwa,  Iowa, is seeking, among other things, damages against
the Company,  in the  approximate  amount of $115,000,  under the lease for such
store. The Company believes that it has a meritorious defense to such action. As
of the date hereof, these proceedings were in the discovery stage.

     In October 2003, Luzerne Optical  Laboratories,  Ltd. ("Luzerne") commenced
an action against the Company in the State of  Pennsylvania,  seeking payment of
the  approximate sum of $240,000 for ophthalmic  lenses and laboratory  services
allegedly  purchased by the Company.  On November 6, 2003,  the Company  filed a
motion to remove such action,  from the Court of Common Pleas of Luzerne County,
to the United States  District  Court,  Eastern  District of  Pennsylvania  and,
accordingly,  the Company's  time to answer the complaint in this action has not
yet expired.  The Company  believes  that is has a  meritorious  defense to such
action.

     In October 2003,  the Company  reached a settlement,  in principal,  of the
action by SMB Operating  Company,  LLC ("SMB"),  the terms of which provide that
the Company will pay to SMB the aggregate sum of $70,000,  in consideration  for
SMB's  dismissal  of the  action,  with  prejudice,  and the  exchange of mutual
general releases. There can be no assurance,  however, that this settlement will
be consummated.

     In November 2003, the Company  reached a settlement,  in principal,  of the
action by Pyramid Champlain Company ("Pyramid"), the terms of which provide that
the Company will pay to Pyramid the aggregate sum of $125,000,  in consideration
for  Pyramid's  dismissal  of the action,  with  prejudice,  and the exchange of
mutual  general  releases.  There  can  be  no  assurance,  however,  that  this
settlement will be consummated.

     In November 2003, the Company  reached a settlement,  in principal,  of the
action by Eighth Street Tower Corporation  ("ESTC"),  the terms of which provide
that the Company will pay to ESTC the aggregate sum of $45,000, in consideration
for ESTC's dismissal of the action,  with prejudice,  and the exchange of mutual
general releases. There can be no assurance,  however, that this settlement will
be consummated.


Item 2. Changes in Securities and Use of Proceeds

Not applicable.


Item 3. Defaults Upon Senior Securities

Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.


Item 5. Other Information

Not applicable.




                                       18
<PAGE>


Item 6. Exhibits and Reports on Form 8-K


A.    Exhibits

31.1    Certification of Co-Chief Operating Officer and Chief Financial Officer
        pursuant to Securities Exchange Act Rules 13a-14 and 15d-14

31.2    Certification of Co-Chief Operating Officer pursuant to Securities
        Exchange Act Rules 13a-14 and 15d-14

31.3    Certification of Co-Chief Operating Officer pursuant to Securities
        Exchange Act Rules 13a-14 and 15d-14

32.1    Certification of Co-Chief Operating Officers and Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

B.    Reports on Form 8-K

None.








                                       19
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                        EMERGING VISION, INC.
                                            (Registrant)



                                         BY:  /s/  Christopher G. Payan
                                            -----------------------------------
                                              Christopher G. Payan
                                              Senior Vice President,
                                              Co-Chief Operating Officer and
                                              Chief Financial Officer
                                              (Co-Principal Executive Officer
                                              and Principal Financial Officer)


                                         BY: /s/ Brian P. Alessi
                                            -----------------------------------
                                              Brian P. Alessi
                                              Corporate Controller
                                              (Principal Accounting Officer)



                                         Dated:   November 21, 2003











                                       20
<PAGE>

                                                                    Exhibit 31.1


I, Christopher G. Payan, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Emerging  Vision,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the period presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date:       November 21, 2003


  /s/ Christopher G. Payan
------------------------------------
Christopher G. Payan
Co-Chief Operating Officer and
Chief Financial Officer
(Co-Principal Executive Officer and
Principal Financial Officer)



<PAGE>

                                                                    Exhibit 31.2

I, Myles S. Lewis, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Emerging  Vision,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the period presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.



Date:       November 21, 2003


  /s/ Myles S. Lewis
---------------------------------
Myles S. Lewis
Co-Chief Operating Officer
(Co-Principal Executive Officer)




<PAGE>

                                                                    Exhibit 31.3

I, Samuel Z. Herskowitz, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Emerging  Vision,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the period presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date:       November 21, 2003


  /s/ Samuel Z. Herskowitz
-----------------------------------
Samuel Z. Herskowitz
Co-Chief Operating Officer
(Co-Principal Executive Officer)





<PAGE>

                                                                    Exhibit 32.1


                    CERTIFICATION PURSUANT TO 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the  Quarterly  Report of Emerging  Vision,  Inc. (the
"Company")  on Form 10-Q for the period ended  September  30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the  undersigned  officers  of the  Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



         /s/ Christopher G. Payan
---------------------------------------------
Name:    Christopher G. Payan
Title:   Co-Chief Operating Officer and
         Chief Financial Officer
         (Co-Principal Executive Officer and
         Principal Financial Officer)
Date:    November 21, 2003


         /s/ Myles S. Lewis
---------------------------------------------
Name:    Myles S. Lewis
Title:   Co-Chief Operating Officer
         (Co-Principal Executive Officer)
Date:    November 21, 2003


         /s/ Samuel Z. Herskowitz
---------------------------------------------
Name:    Samuel Z. Herskowitz
Title:   Co-Chief Operating Officer
         (Co-Principal Executive Officer)
Date:    November 21, 2003




     This  certification  accompanies  this  Form  10-Q and  shall not be deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  or
otherwise subject to the liability of that Section.

     A signed  original of this  written  statement  required by Section 906 has
been provided to, and will be retained by, Emerging  Vision,  Inc. and furnished
to the Securities and Exchange Commission or its staff upon request.