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 March 31, 2002

                                       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, NY 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  ___
                                               -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      There were 29,004,972 shares outstanding of the Registrant's Common Stock,
par value $0.01 per share, as of May 13, 2002.





<PAGE>


Item 1.  Financial Statements

                     EMERGING VISION, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                                                                       March 31,       December 31,
                                                                                                          2002             2001
                                                                                                    ---------------  ---------------
                                                                                                      (Unaudited)
<S>                                                                                                   <C>               <C>
ASSETS
Current assets:
         Cash and cash equivalents                                                                    $    808          $  1,053
         Franchise receivables, net of allowance of $2,110 and $3,095,
                respectively                                                                             1,356             1,837
         Other receivables, net of allowance of $133 and $171, respectively                                819               739
         Current portion of franchise notes receivable                                                   2,901             2,993
         Inventories, net                                                                                  713               783
         Prepaid expenses and other current assets                                                         202                94
                                                                                                      ----------        ----------
                     Total current assets                                                                6,799             7,499
                                                                                                      ----------        ----------

Property and equipment, net                                                                                980             1,075
Franchise notes and other receivables, net of allowance of $3,326 and $3,326,
        respectively                                                                                       825               862
Intangible assets, net                                                                                   1,266             1,266
Other assets                                                                                               403               355
                                                                                                      ----------        ----------
                                Total assets                                                          $ 10,273          $ 11,057
                                                                                                      ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
         Current portion of long-term debt                                                            $    685          $    186
         Accounts payable and accrued liabilities                                                        6,523             7,122
         Accrual for store closings (Note 5)                                                               758               964
         Related party borrowings                                                                          150               750
         Net liabilities of discontinued operations                                                        218               235
                                                                                                      ----------        ----------
                     Total current liabilities                                                           8,334             9,257
                                                                                                      ----------        ----------

Long-term debt, net (Note 9)                                                                               611               363
                                                                                                      ----------        ----------
Related party borrowings                                                                                   138                -
                                                                                                      ----------        ----------
Franchise deposits and other liabilities                                                                   916               820
                                                                                                      ----------        ----------

Contingencies (Note 6)

Shareholders' equity
     Preferred stock, $0.01 par value per share; authorized 5,000,000 shares:
            Senior Convertible Preferred Stock, $100,000 liquidation preference
            per share;
                3 shares issued and outstanding                                                            287               287
     Common stock, $0.01 par value per share; authorized 50,000,000 shares;
            issued 27,187,309; and 27,004,972 shares outstanding                                           272               272
     Treasury stock, at cost, 182,337 shares                                                              (204)             (204)
     Additional paid-in capital                                                                        120,116           119,926
     Accumulated deficit                                                                              (120,197)         (119,664)
                                                                                                     -----------       -----------
                                  Total shareholders' equity                                               274               617
                                                                                                     -----------       -----------
                                  Total liabilities and shareholders' equity                         $  10,273         $  11,057
                                                                                                     ===========       ===========
</TABLE>

     The accompanying notes are an integral part of these  consolidated  balance
sheets.


<PAGE>



                     EMERGING VISION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>

                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                         -------------------------------
                                                                                               2002           2001
                                                                                         --------------- ---------------
<S>                                                                                        <C>             <C>
Revenues:
         Net sales                                                                         $    2,990      $    2,840
         Franchise royalties                                                                    1,697           2,232
         Net gains and fees from the conveyance of Company-store assets to franchisees             -               88
         Interest on franchise notes                                                               85             299
         Other income                                                                              30               5
                                                                                           ------------    ------------
                          Total revenues                                                        4,802           5,464
                                                                                           ------------    ------------

Costs and expenses:

         Cost of sales                                                                            776             554
         Selling, general and administrative expenses                                           4,520           4,516
         Loss from franchised stores operated under management agreements                          -              113
         Non-cash charges for issuance of warrants and induced conversion of warrants              -              301
         Interest expense                                                                          39              21
                                                                                           ------------    ------------
                           Total costs and expenses                                             5,335           5,505
                                                                                           ------------    ------------

Loss from continuing operations before provision for income taxes                                (533)            (41)
Provision for income taxes                                                                         -                -
                                                                                           ------------    ------------
Loss from continuing operations                                                                  (533)            (41)
                                                                                           ------------    ------------

Discontinued operations (Note 3):
              Income from discontinued operations                                                  -              431
                                                                                           ------------    ------------
                           Net income (loss)                                               $     (533)     $      390
                                                                                           ============    ============

Per share information - basic and diluted (Note 4):

              Loss from continuing operations                                              $    (0.02)     $     0.00
              Income from discontinued operations                                                0.00            0.02
                                                                                           ------------    ------------
                      Net income (loss)                                                    $    (0.02)     $     0.02
                                                                                           ============    ============

Weighted-average number of common shares outstanding - basic and diluted                       26,409          25,381
                                                                                           ============    ============
</TABLE>

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


<PAGE>



                     EMERGING VISION, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                                   (Unaudited)
                                                                                            For the Three Months Ended
                                                                                                    March 31,
                                                                                         ---------------------------------
                                                                                         ----------------- ---------------
                                                                                               2002             2001
                                                                                         ----------------- ---------------
<S>                                                                                        <C>               <C>
Cash flows from operating activities:
     Net loss from continuing operations                                                   $     (533)       $      (41)
         Adjustments to reconcile net loss from continuing operations
         to net cash (used in) provided by operating activities:
            Depreciation and amortization                                                         126               184
            Provision for doubtful accounts                                                         5                75
            Non-cash charges related to options and warrants                                       18               301
            Charges related to long-lived assets                                                    -                21
        Changes in operating assets and liabilities:
                     Franchise and other receivables                                              304               125
                     Inventories                                                                   70                55
                     Prepaid expenses and other current assets                                   (108)               53
                     Other assets                                                                 (48)                2
                     Accounts payable and accrued liabilities                                    (516)             (502)
                     Franchise deposits and other liabilities                                      96                15
                     Accrual for store closings                                                  (206)                -
                                                                                            -----------      ------------
Net cash (used in) provided by operating activities                                              (792)              288
                                                                                            -----------      ------------

Cash flows from investing activities:
     Franchise notes receivable issued                                                            (10)             (301)
     Proceeds from franchise and other notes receivable                                           231               592
     Purchases of property and equipment                                                          (31)              (25)
                                                                                            -----------      ------------
Net cash provided by investing activities                                                         190               266
                                                                                            -----------      ------------

Cash flows from financing activities:
     Proceeds from borrowings                                                                   1,300                 -
     Payments on borrowings                                                                      (843)              (62)
        Acquisition of treasury shares                                                              -                (1)
                                                                                            -----------      ------------
Net cash provided by (used in) financing activities                                               457               (63)
                                                                                            -----------      ------------
Net cash (used in) provided by continuing operations                                             (145)              491
                                                                                            -----------      ------------
Net cash used in discontinued operations                                                         (100)           (1,826)
                                                                                            -----------      ------------
Net decrease in cash and cash equivalents                                                        (245)           (1,335)
Cash and cash equivalents - beginning of period                                                 1,053             5,215
                                                                                            -----------      ------------
Cash and cash equivalents - end of period                                                   $     808        $    3,880
                                                                                            ===========      ============

Supplemental disclosures of cash flow information: Cash paid during the period
     for:
        Interest                                                                            $      21        $       18
                                                                                            ===========      ============
        Taxes                                                                               $      44        $       29
                                                                                            ===========      ============

     Non-cash investing and financing activities:
        Net assets of franchise stores reacquired through exchange of receivables           $       -        $      304

</TABLE>

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




<PAGE>




                     EMERGING VISION, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002
                        (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       Equity
                                    ------    ------  ----------   --------  ------   ------  ----------  -----------  ------------


<S>                                 <C>      <C>      <C>          <C>       <C>      <C>      <C>         <C>           <C>
BALANCE - DECEMBER 31, 2001              3   $  287   27,187,309   $   272   182,337  $(204)   $119,926    $(119,664)    $    617
                                    ------   ------   ----------   --------  -------  -----    --------    ---------     --------
Issuance of warrants in
   connection with financing
   arrangements (Note 9)                 -        -            -         -         -      -         190            -          190
Net loss                                 -        -            -         -         -      -           -         (533)        (533)
                                    ------   ------   ----------   --------  -------  -----    --------    ---------     --------
BALANCE - MARCH 31, 2002                 3   $  287   27,187,309   $   272   182,337  $(204)   $120,116    $(120,197)    $    274
                                    ======   ======   ==========   ========  =======  =====    ========    =========     ========



</TABLE>


     The accompanying notes are an integral part of this consolidated statement.


<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,  as  amended,  for the
year-ended  December  31,  2001.  There  have  been no  changes  in  significant
accounting policies since December 31, 2001.


NOTE 2 - MANAGEMENT'S LIQUIDITY PLANS

     As of  March  31,  2002,  the  Company  had  negative  working  capital  of
$1,535,000 (an improvement from $1,758,000 as of December 31, 2001), and cash on
hand of $808,000. During the three months ended March 31, 2002, the Company used
approximately  $792,000 of cash in its operating  activities.  This usage was in
line with  management's  plans  and was  mainly a result  of  $206,000  of costs
related to the Company's  store closure plan (Note 5),  $516,000  related to the
Company's  settlement of certain accounts  payable and accrued  liabilities that
existed as of December  31,  2001,  and $108,000  related to the  prepayment  of
certain  other  business  expenses,  offset in part by a  $304,000  decrease  in
franchise and other receivables. Management anticipates that it will continue to
incur   significant  costs  in  order  to  continue  to  close  certain  of  its
non-profitable  Company-owned stores in its effort to eliminate future cash flow
losses currently generated by such stores.

     The Company  plans to continue to attempt to improve its cash flows  during
2002  by  improving  store   profitability   through  increased   monitoring  of
store-by-store   operations,   closing   non-profitable   Company-owned  stores,
implementing reductions of administrative overhead expenses, where necessary and
feasible, actively supporting development programs for franchisees,  and seeking
additional financing, if necessary and available.  Management believes that with
its plans to attempt to improve  cash flows as  discussed  above,  its  existing
cash, the collection of outstanding receivables,  and the availability under its
existing credit facility (Note 9), there will be sufficient  liquidity available
to the  Company to continue  in  operation  until at least the end of the second
quarter of 2003.  However,  there can be no  assurance  that the Company will be
able to achieve the aforementioned  plans, or that additional  financing will be
available.


NOTE 3 - Discontinued Operations:

     On March 28, 2001,  the Board of Directors  decided that the Company should
focus its efforts and resources on growing its retail optical business and, as a
result, approved a plan to discontinue all other operations then being conducted
by the Company.  In  connection  with this  decision,  during 2001,  the Company
completed its plan of disposal of substantially all of the net assets of Insight
Laser  Centers,  Inc.  ("Insight  Laser") - which  operated  three laser  vision
correction  centers in the New York  metropolitan  area,  Insight  Laser Centers
N.Y.I, Inc. (the "Ambulatory Center") - the owner of the assets of an ambulatory
surgery center  located in Garden City,  New York,  and its Internet  Division -
which was to provide a web-based  portal  being  designed to take  advantage  of
business-to-business  opportunities in the optical  industry.  As a result,  the
remaining  results of  operations  and cash flows of these  divisions  have been
reflected as discontinued operations in the accompanying  Consolidated Financial
Statements.

     As of March 31, 2002 and December 31, 2001,  respectively,  net liabilities
of  $218,000  and  $235,000  related  to  these  discontinued   operations  were
segregated on the accompanying  Consolidated Balance Sheets. In addition,  as of
March 31, 2002 and  December  31,  2001,  approximately  $58,000  and  $141,000,
respectively, was accrued as part of accounts payable and accrued liabilities on
the  accompanying  Consolidated  Balance  Sheets,   representing  the  remaining
estimated costs associated with the Company's original plan of disposal.


NOTE 4 - PER SHARE INFORMATION:

     In accordance with Statement of Financial Accounting Standards ("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  the  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 were excluded
from  the  computation  for all  periods  presented,  as their  impact  would be
anti-dilutive.

     The  following  table sets forth the  computation  of basic and diluted per
share information:

<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                                 (In thousands)
                                                                                        ---------------------------------
                                                                                              2002              2001
                                                                                        ---------------    --------------
<S>                                                                                       <C>                <C>
Numerator:

     Loss from continuing operations                                                      $   (533)          $    (41)
     Income from discontinued operations                                                         -                431
                                                                                          ----------         ----------
          Net (loss) income                                                               $   (533)          $    390
                                                                                          ==========         ==========

Denominator:

     Denominator for basic and diluted per share information -
          weighted average shares outstanding                                               26,409             25,381
                                                                                          ==========         ==========

Basic and Diluted Per Share Information:

     Loss from continuing operations                                                      $  (0.02)          $   0.00
     Income from discontinued operations                                                      0.00               0.02
                                                                                          ----------         ----------
          Net (loss) income                                                               $  (0.02)          $   0.02
                                                                                          ==========         ==========
</TABLE>

NOTE 5 - PROVISION FOR STORE CLOSINGS:

     The Company follows the provisions of Emerging Issues Task Force Issue 94-3
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an  Activity,"  and in  accordance  therewith,  provides  for  losses it
anticipates  incurring  with respect to those  Company-owned  stores that it has
identified  for  future  closure,  at the time  that  management  makes a formal
commitment  to any such plan of closure.  The  provision is recorded at the time
the  determination  is made to  close a  particular  store  and is  based on the
expected net  proceeds,  if any, to be  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 are anticipated to be incurred
in the closing of the store in question.  As of December  31, 2001,  the Company
had accrued for 11 store closings totaling  approximately $964,000 (comprised of
$766,000 in lease termination costs and $198,000 for other associated expenses).
During the three months ended March 31, 2002, the Company  successfully closed 2
of such stores and, as of March 31, 2002,  $758,000  remains  accrued as accrual
for store closings on the accompanying Consolidated Balance Sheet. Additionally,
in April 2002,  the Company closed 4 more of such  non-profitable  Company-owned
store locations.  The Company anticipates completing its closure plan by the end
of 2002.


NOTE 6 - Contingencies:

     In 1999, the Company  commenced an action in the Supreme Court of the State
of New York against Dr. Larry Joel and Apryl Robinson for amounts claimed due by
the  Company  on a series of five  separate  Negotiable  Promissory  Notes  (the
"Notes").  The Notes were  issued by  corporations  owned by the  defendants  in
connection  with their purchase of the assets of, and a Sterling  Optical Center
Franchise  for, an aggregate of four of the Company's  retail optical stores and
an  optical  laboratory.  The  repayment  of each of the  Notes  was  personally
guaranteed  by each of the  defendants.  In response,  the  defendants  asserted
counterclaims in excess of $13,000,000  based upon the Company's alleged failure
to comply with the terms of an oral, month-to-month consulting agreement between
Dr. Joel and the Company, as well as to purchase the assets of various companies
owned by Dr. Joel,  including Duling Optical and D & K Optical - notwithstanding
the fact that the parties  failed to agree upon the terms of any such  purchase,
the parties  failed to enter into any  written  agreement  memorializing  such a
transaction,  and the Company  subsequently  purchased  such assets from Norwest
Bank (which held a first lien on  substantially  all of the assets as collateral
for  various  loans  made to each of the  entities,  all of which  were  then in
default) in a private  foreclosure  sale. In March 2001, the Appellate  Division
granted  the  Company's  Motion  for  Summary  Judgment  on  the  issue  of  the
defendants' liability, as guarantors of each of such Notes; and, in August 2001,
the Court granted the Company's claim for damages in the  approximate  amount of
$800,000,  which the  Company is seeking  to  enforce.  In  November  2001,  the
defendants  each filed for  protection  under the U.S.  Bankruptcy  Code and, in
February 2002,  received a discharge in such  proceedings,  which the Company is
presently attempting to overturn.  In addition, in March 2001, the Company filed
an  additional  Motion for  Summary  Judgment  seeking  dismissal  of all of the
defendants'  counterclaims;  and the  defendant,  Dr. Joel,  thereafter  filed a
cross-motion   seeking  a   determination   that  the   Company   breached   the
aforementioned  oral,  month-to-month  consulting  agreement  and  that  he  is,
accordingly,  entitled to damages of  approximately  $13,000,000,  each of which
motions were decided entirely in favor of the Company.  Subsequently, on July 2,
2001, the defendants,  without counsel,  filed an appeal of this decision by the
Court,  which  appeal  has not yet been  decided.  Furthermore,  in 1999,  Apryl
Robinson  commenced  an action in  Kentucky  against  Larry Joel and the Company
seeking  an  unspecified  amount of  damages,  and  alleging a myriad of claims,
including fraud and misrepresentation.  The Company is defending such action and
intends to file a motion to dismiss the same based on the  decisions  in the New
York action.

     In February 2000, Essilor Laboratories of America, L.P. commenced an action
against  the  Company in the  District  Court of Dallas  County,  Texas  seeking
damages of  approximately  $250,000,  representing  the  alleged  unpaid cost of
certain  ophthalmic lenses previously  purchased by the Company.  In April 2002,
the Company settled this action for approximately $50,000.

     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
$300,000 for lost rent and legal fees based upon the Company's alleged breach of
the lease pursuant to which it occupied such Store.

     In January 2001,  the Company  commenced an action  against Binns  Optical,
Inc. ("BOI"), Michael Binns and Mary Ann Binns (collectively,  the "Guarantors")
in the United  States  District  Court for the  Eastern  District  of  Missouri,
seeking to prohibit the  defendants  from  operating the Sterling  Optical store
located in Ballwin,  Missouri,  under any name other than Sterling  Optical,  as
well as to require the defendants to return to the Company all patient  records,
customer lists, furniture, fixtures and equipment removed by the defendants from
the six  Sterling  Optical  stores  previously  franchised  to,  and  ultimately
abandoned by, BOI. In February 2001,  the defendants  entered into a Stipulation
agreeing to the entry of a preliminary  injunction whereby the defendants agreed
to substantially all of the relief requested by the Company;  and in March 2001,
the defendants  filed a counterclaim  against the Company seeking damages in the
amount of  $3,000,000,  plus  punitive  damages,  as a result  of the  Company's
alleged  fraud  in  the  inducement,  negligent  misrepresentation,   breach  of
fiduciary duty and claims stated in the  alternative  for breach of contract and
breach of oral agreement.  The Company denied the defendants'  counterclaims and
filed a motion to  dismiss  all such  counterclaims,  as well as a claim for its
legal fees and costs associated with the action.  On March 29, 2002, this motion
was decided by the Court in favor of the Company and, in  connection  therewith,
the  Company  was  awarded  legal  fees and costs in the  approximate  amount of
$40,000. In a related matter, in February 2001, the Company commenced a separate
action  against the  Guarantors  in the New York State Supreme Court by filing a
Motion for Summary  Judgment in Lieu of Complaint,  seeking  damages  (under the
Guarantors'  payment  guarantee  in favor  of the  Company)  as a result  of the
failure of BOI to comply with its obligations under a series of eight Negotiable
Promissory  Notes made by BOI in its favor; and in April 2001 and July 2001, the
Court  granted  the  Company's  motion and awarded  the  Company  judgments  for
damages, in the aggregate approximate amount of $1,500,000, which the Company is
seeking to enforce in the State of Missouri, where the Guarantors both reside.

     In February  2001,  five of the  Company's  Site for Sore Eyes  franchisees
(owning an aggregate of seven franchised Site for Sore Eyes stores) commenced an
action  in the  United  States  District  Court  for the  Northern  District  of
California  seeking  $35,000,000 of damages as a result of the Company's alleged
breach of the respective Franchise Agreements whereby each  franchisee/plaintiff
operates  its Site for Sore  Eyes  Optical  store(s),  fraud and  violations  of
California  law, as well as a  declaratory  judgment  that each of the Franchise
Agreements had been modified to afford each  plaintiff  certain rights which are
in addition to those set forth in the applicable Franchise Agreements.  On April
1, 2002, the parties entered into a Settlement Agreement, whereby the plaintiffs
dismissed the action,  with prejudice,  in exchange for the Company  agreeing to
certain  amendments  to  the  Franchise  Agreement  pertaining  to  each  of the
aforementioned  seven Site for Sore Eyes  Optical  Centers,  and the Company and
Site-Ncal  Area Rep, LLC, a California  limited  liability  company owned by the
plaintiffs ("NCAL"), entering into an Area Representation Agreement whereby NCAL
is  authorized  to  solicit  individuals  that are  interested  in  acquiring  a
franchise  for one or more new Site for Sore Eyes  retail  optical  stores to be
opened in the San Francisco Bay area of California. Additionally, NCAL agreed to
provide certain services to each such new franchisee,  all in consideration  for
the Company's  payment,  to NCAL, of a portion of the initial franchise fees and
continuing  royalty  fees to  become  payable  to the  Company  under  each  new
Franchise  Agreement,  as well as the Company's  reimbursement  of the estimated
administrative  costs  and  expenses  to  be  incurred  by  NCAL  in  connection
therewith.

     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 their  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 in the amount of $122,500.  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  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,
which, in the opinion of management,  will have a material adverse effect on the
Company.


NOTE 7 - RELATED PARTY TRANSACTIONS:

     On December 3, 2001 and  December  20, 2001,  respectively,  the  Company's
Board of Directors  authorized the Company to borrow  $150,000 and $300,000 from
Horizon Investors Corp. ("Horizon"), a New York corporation principally owned by
a director and  principal  shareholder  of the Company.  The loan was payable on
demand, together with interest calculated at the prime rate plus 1%. The Company
repaid these loans (which aggregated $450,000 as of December 31, 2001), in full,
on January 23, 2002 (Note 9).

     On  December 6, 2001,  the  Company's  Board of  Directors  authorized  the
Company to borrow  $300,000 from Broadway  Partners LLC, a partnership  owned by
certain of the children of certain of the Company's  principal  shareholders and
directors.  The loan was payable on demand, together with interest calculated at
the prime rate plus 1%. The Company  repaid this loan  ($300,000  as of December
31, 2001), in full, on January 23, 2002 (Note 9).

     Until January 10, 2002,  the Company  subleased,  from a limited  liability
company owned by certain of the Company's principal  shareholders and directors,
and shared with Cohen Fashion  Optical,  Inc.  ("CFO"),  a retail  optical chain
owned by certain of the principal shareholders and directors of the Company, and
other tenants,  an office building located in East Meadow,  New York.  Occupancy
costs were  appropriately  allocated  based upon the  applicable  square footage
leased by the  respective  tenants of the building.  For the year ended December
31, 2001, the Company paid  approximately  $440,000 for rent and related charges
for these  offices.  On January 10,  2002,  the Company  relocated  to an office
building  located in Garden City, New York, and entered into a sublease with CFO
for one of the two floors then being  subleased  to CFO.  The Company  estimates
that its new annual rent will be  approximately  $163,000.  Occupancy  costs are
being  allocated  between the Company and CFO based upon the  respective  square
footages  being  occupied.  Management  believes  that such  sublease is at fair
market value.

     In April 2002,  the Company sold to General  Vision  Services LLC, a retail
optical  chain owned by certain of the principal  shareholders  and directors of
the Company, and members of their respective immediate families,  for the sum of
$55,000,  substantially  all of the assets of one of its  stores  located in New
York  City,  together  with  all  of  the  capital  stock  of  its  wholly-owned
subsidiary, Sterling Vision of 125th Street, Inc., which is the tenant under the
Master Lease for such store.

     In the  ordinary  course  of  business,  largely  due to the fact  that the
entities  occupy office space in the same  building,  and in an effort to obtain
savings with respect to certain  administrative costs, the Company and CFO will,
at times, share in the costs of minor expenses.  Management  believes that these
expenses have been appropriately accounted for herein.

     In the opinion of management,  all of the above transactions were conducted
at "arms-length."


NOTE 8 - SHAREHOLDERS' EQUITY:

Issuance of Warrants in Connection with Financing Arrangements

     On  January  23,  2002,   in  connection   with   obtaining  its  financing
arrangements  (Note 9), the Company  granted  Horizon an  aggregate of 2,500,000
warrants  (1,750,000  of which were  immediately  exercisable,  with the balance
vesting in quarterly increments of 250,000, beginning April 22, 2002, so long as
any amounts  remain unpaid under the secured term note and/or credit  facility).
Each warrant has a five-year  term and  provides for an exercise  price of $0.01
per share. The fair value of the warrants issued (valued using the Black-Scholes
model) was approximately  $234,000.  On May 5, 2002, Horizon exercised 2,000,000
of such warrants.


NOTE 9 - FINANCING ARRANGEMENTS

     On  January  23,  2002,   the  Company   secured  two  separate   financing
arrangements as follows:

     Secured  Term  Note.  The  Company  entered  into a  secured  term note for
$1,000,000 with an independent financial institution.  This note is repayable in
24 equal monthly  installments of $41,666,  and bears interest as defined (4.95%
at the  inception  of the note,  and  subsequently  amended  on April 1, 2002 to
3.95%). The note is fully  collateralized/guaranteed by a $1,000,000 certificate
of deposit  posted by Horizon,  a related party (Note 7), at the same  financial
institution.

     Credit  Facility.  The Company  entered into an  agreement  with Horizon to
borrow up to a maximum of $1,000,000. This credit facility bears interest at the
prime rate plus 1% (5.5% as of the date of the loan agreement),  provided for an
initial advance of $300,000,  requires minimum incremental advances of $150,000,
matures on January 22, 2004,  requires  ratable  monthly  principal and interest
payments  of  each  borrowing,  amortizable  through  the  maturity  date of the
facility,  is fully  collateralized by the Company's  qualifying franchise notes
(as  referenced by a pledge  agreement),  and requires the payment of a facility
fee of 2% per  annum,  payable  monthly,  on the  unused  portion  of the credit
facility.  As of the date  hereof,  $700,000  remained  available to the Company
under the credit facility.

     Simultaneous  with  obtaining the above  financing,  the Company repaid its
outstanding related party borrowings totaling $750,000,  plus interest (Note 7).
In  consideration  for providing  access to the credit facility and guaranteeing
the term note, the Company granted  Horizon an aggregate of 2,500,000  warrants,
the fair value of which was $234,000  (Note 8). The net proceeds  received  were
allocated  based on the  relative  fair  values  of the  debt and the  warrants.
Accordingly,  $810,000 was allocated to the debt,  and $190,000 was allocated to
the warrants as a discount to the debt to be amortized as interest  expense over
the term of the note (2  years).  For the three  months  ended  March 31,  2002,
approximately  $18,000 of such discount was amortized and recognized as interest
expense in the accompanying Consolidated Statement of Operations.






<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  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:
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; and the outcome of current 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 Months Ended March 31, 2002 compared to March 31, 2001

     Net sales for Company-owned  stores,  including  revenues  generated by the
Company's  wholly  owned  subsidiary,   VisionCare  of  California   ("VCC"),  a
specialized  health  care  maintenance  organization  licensed  by the  State of
California  Department  of  Managed  Health  Care,  increased  by  approximately
$150,000,  or 5.3%, to $2,990,000  for the three months ended March 31, 2002, as
compared to  $2,840,000  for the  comparable  period in 2001.  While there was a
lower  average  number of  Company-owned  stores in  operation  during the three
months  ended  March 31,  2002,  as  compared  to the same  period  in 2001,  as
described below, the non-comparative stores in operation during the three months
ended March 31,  2002,  outperformed  the  non-comparative  stores in  operation
during  the  comparable  period in 2001.  As of March 31,  2002,  there were 199
Sterling Stores in operation, consisting of 33 Company-owned stores (including 8
Company-owned stores being managed by franchisees) and 166 franchised stores, as
compared to 223 Sterling Stores in operation for the comparable  period in 2001,
consisting of 39 Company-owned  stores (including 12 Company-owned  stores being
managed by  franchisees)  and 184  franchised  stores  (including 3 stores being
managed by the  Company on behalf of  franchisees).  On a same store  basis (for
stores that  operated as a  Company-owned  store  during both of the three month
periods  ended  March 31, 2002 and 2001),  comparative  net sales  decreased  by
$203,000,  or 10.6%, to $1,714,000 for the three months ended March 31, 2002, as
compared to $1,917,000 for the comparable  period in 2001.  Management  believes
that this decline was a direct result of a general  downturn in the economy that
carried from the end of 2001 into the beginning of 2002.

     Franchise royalties decreased by $535,000,  or 24.0%, to $1,697,000 for the
three months ended March 31, 2002, as compared to $2,232,000  for the comparable
period  in 2001.  This  decrease  was as a result of a lower  average  number of
franchised  stores in  operation  during the three month  period ended March 31,
2002, as compared to 2001, as described above.

     For the three months ended March 31, 2002, there were no net gains and fees
from the  conveyance of  Company-owned  store assets to  franchisees  (including
initial  franchise  fees).  For the  comparable  period  in  2001,  the  Company
recognized  $88,000 of such gains and fees.  This  decrease  was due to the fact
that the Company did not convey to franchisees  (and thus did not realize a gain
on) any assets of  Company-owned  stores during the three months ended March 31,
2002.

     Interest on franchise notes receivable decreased by $214,000,  or 71.6%, to
$85,000 for the three months  ended March 31, 2002,  as compared to $299,000 for
the comparable  period in 2001. This decrease was due to several franchise notes
maturing,  a decrease in the principal balance of several  franchisees notes and
fewer notes being  generated  during the three months  ended March 31, 2002,  as
compared to the comparable period in 2001.

     Other  income  increased  to $30,000 for the three  months  ended March 31,
2002, as compared to $5,000 for the comparable period in 2001,  primarily due to
an increase in franchise fee income  (related to renewals  and/or  transfers) of
$20,000 during the three months ended March 31, 2002.

     The Company's gross profit margin  decreased by 6.5% to 74.0% for the three
months ended March 31, 2002, as compared to 80.5% for the  comparable  period in
2001. In an effort to remain competitive with other retail optical chains in the
industry during the economic downturn, the Company reduced the selling prices on
many of its products by a substantial  amount,  thus causing  profit  margins to
decrease.  Further,  in the first quarter of 2001, the Company  obtained  better
discounts from certain of its vendors than in the comparable  period in 2002. 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 remained relatively constant
during  the  three-month  periods  ended  March 31,  2002 and  2001.  Management
anticipates that it will reduce its selling, general and administrative expenses
during  2002  through  closure  of  its  non-profitable   Company-owned  stores,
implementing  reductions of administrative overhead expenses where necessary and
feasible, and closer monitoring of store-by-store and corporate operations.

     There were no  non-cash  charges  for  issuance  of  warrants  and  induced
conversion of warrants for the three months ended March 31, 2002.  However,  the
Company has certain outstanding contingent warrants that become exercisable upon
the achievement, by the Company, of certain predetermined EBITDA targets. Due to
these  contingencies,  the future valuation of the contingent  warrants,  if and
when they become exercisable, will result in charges to the Company's results of
operations in future periods. The significance of these charges, if any, will be
dependent  upon the fair market value of the Company's  common stock at the time
that the respective EBITDA targets are achieved.

     Loss from the  operation of  franchised  stores  managed by the Company was
$113,000 for the three  months ended March 31, 2001.  There was no such loss for
the three  months ended March 31,  2002,  as there are no longer any  franchised
stores being managed by the Company on behalf of franchisees.

     Interest expense increased  $18,000,  to $39,000 for the three months ended
March 31, 2002 as compared to $21,000 for the  comparable  period in 2001.  This
increase was primarily due to the  amortization of the discount  associated with
the related party debt financing obtained in January 2002 (Note 9).


Liquidity and Capital Resources

     For the three months ended March 31, 2002,  the Company used  approximately
$792,000  of cash in its  operating  activities.  This  usage  was in line  with
management's  plans and was mainly a result of $206,000 of costs  related to the
Company's  store  closure  plan  (Note 5),  $516,000  related  to the  Company's
settlement of certain accounts  payable and accrued  liabilities that existed as
of December 31, 2001,  and $108,000  related to the  prepayment of certain other
business expenses,  offset in part by a $304,000 decrease in franchise and other
receivables.

     For the three months ended March 31, 2002, cash flows provided by investing
activities were $190,000,  as compared to $266,000 for the comparable  period in
2001. This decrease was principally due to a decrease of approximately $361,000,
to $231,000,  in proceeds  from  franchise  and other notes  receivables,  and a
decrease of approximately $291,000 in notes issued by franchisees.

     For the three months ended March 31, 2002, cash flows provided by financing
activities  were  $457,000,  principally  due to the $1,300,000 of financing the
Company  received in January 2002 (Note 9), offset  principally by the repayment
of $750,000 of related party borrowings.

     As of  March  31,  2002,  the  Company  had  negative  working  capital  of
$1,535,000 (an improvement from $1,758,000 as of December 31, 2001), and cash on
hand of $808,000.





     On  January  23,  2002,   the  Company   secured  two  separate   financing
arrangements, as follows:

     Secured  Term  Note.  The  Company  entered  into a  secured  term note for
$1,000,000 with an independent financial institution.  This note is repayable in
24 equal monthly  installments of $41,666,  and bears interest as defined (4.95%
at the  inception  of the note,  and  subsequently  amended  on April 1, 2002 to
3.95%). The note is fully  collateralized/guaranteed by a $1,000,000 certificate
of  deposit  posted  by  Horizon,   a  related  party,  at  the  same  financial
institution.

     Credit  Facility.  The Company  entered into an  agreement  with Horizon to
borrow up to a maximum of $1,000,000. This credit facility bears interest at the
prime rate plus 1% (5.5% as of the date of the loan agreement),  provided for an
initial advance of $300,000,  requires minimum incremental advances of $150,000,
matures on January 22, 2004,  requires  ratable  monthly  principal and interest
payments  of  each  borrowing,  amortizable  through  the  maturity  date of the
facility,  is fully  collateralized by the Company's  qualifying franchise notes
(as  referenced by a pledge  agreement),  and requires the payment of a facility
fee of 2% per  annum,  payable  monthly,  on the  unused  portion  of the credit
facility.

     Simultaneous  with  obtaining  the  above  financing,  the  Company  repaid
outstanding  related  party  borrowings  due to Horizon  and  Broadway  totaling
$750,000,  plus interest.  In  consideration  for providing access to the credit
facility  and  guaranteeing  the term  note,  the  Company  granted  Horizon  an
aggregate  of  2,500,000   warrants   (1,750,000   of  which  were   immediately
exercisable,  with the  balance  vesting in  quarterly  increments  of  250,000,
beginning April 22, 2002, so long as any amounts remain unpaid under the secured
term note  and/or  credit  facility).  Each  warrant  has a  five-year  term and
provides  for an  exercise  price of  $0.01.  As of the date  hereof,  remaining
availability under the credit facility was approximately $700,000.

     The Company  plans to continue to attempt to improve its cash flows  during
2002  by  improving  store   profitability   through  increased   monitoring  of
store-by-store   operations,   closing   non-profitable   Company-owned  stores,
implementing reductions of administrative overhead expenses, where necessary and
feasible,  actively  supporting  development  programs for  franchisees,  and by
seeking additional  financing,  if necessary and available.  Management believes
that with its plans to attempt to improve  cash flows as  discussed  above,  its
existing cash, the collection of outstanding  receivables,  and the availability
under its existing credit facility (Note 9), there will be sufficient  liquidity
available to the Company to continue in operation  until at least the end of the
second quarter of 2003. However, there can be no assurance that the Company will
be able achieve the aforementioned  plans, or that additional  financing will be
available.


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.

     The Company is exposed to market risks from  potential  changes in interest
rates as they relate to the Company's  investments  in highly liquid  marketable
securities and borrowings under its credit  facility.  The Company believes that
the amount of risk as it relates to its  investments  and any such borrowings is
not material to the Company's financial condition or results of operations.  The
Company does not expect to use interest rate swaps or other instruments to hedge
its borrowings under its credit facility.



<PAGE>



                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     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
$300,000 for lost rent and legal fees based upon the Company's alleged breach of
the lease pursuant to which it occupied such Store.

     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 in the amount of $122,500.  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.


Item 2. Changes in Securities and Use of Proceeds.

     On January 23, 2002, the Company issued  warrants to Horizon to purchase an
aggregate of 2,500,000  shares of its Common Stock at an exercise price of $0.01
per share,  in  consideration  for providing the Company  access to a $1,000,000
credit facility and for  guaranteeing a $1,000,000 term note made by the Company
in  favor  of an  independent  financial  institution.  The  issuance  of  these
securities was exempt from  registration  requirements  pursuant to an exemption
under Section 4(2) of the Securities Act of 1933, as amended.


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.


Item 6. Exhibits and Reports on Form 8-K.

A.    Exhibits

Not applicable.


B.    Reports on Form 8-K

     On February 4, 2002,  the Company  filed a Report on Form 8-K regarding its
loan from North Fork Bank, and its credit facility from Horizon Investors Corp.




<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/ Robert S. Hillman
                                 ---------------------------------------------
                                    Robert S. Hillman
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


                                 BY: /s/ Christopher G. Payan
                                 ---------------------------------------------
                                    Christopher G. Payan
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                 Dated: May 15, 2002