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, 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
                                 -----           -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of  May  13,  2003,  there  were  79,890,620  outstanding  share  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>
                                                                                                 March 31,           December 31,
                                                                                                   2003                  2002
                                                                                                (Unaudited)
                                                                                               -------------         -------------
                                     ASSETS
<S>                                                                                               <C>                  <C>
Current assets:
         Cash and cash equivalents                                                                $    418             $    664
         Franchise receivables, net of allowance of $1,023 and $1,063, respectively                  1,323                1,133
         Other receivables, net of allowance of $104 and $101, respectively                            477                  447
         Current portion of franchise notes receivable, net of allowance of $491 and $442,
              respectively                                                                             600                  612
         Inventories, net                                                                              353                  456
         Prepaid expenses and other current assets                                                     314                  321
                                                                                                  ---------            ---------
                     Total current assets                                                            3,485                3,633
                                                                                                  ---------            ---------

Property and equipment, net                                                                            638                  693
Franchise notes and other receivables, net of allowance of $1,442 and $1,486, respectively             692                  781
Goodwill                                                                                             1,266                1,266
Other assets                                                                                           246                  277
                                                                                                  ---------            ---------
                     Total assets                                                                 $  6,327             $  6,650
                                                                                                  =========            =========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
         Current portion of long-term debt, net                                                   $    589             $    626
         Accounts payable and accrued liabilities                                                    5,955                5,945
         Accrual for store closings                                                                    803                1,109
         Related party borrowings                                                                      440                  377
         Net liabilities of discontinued operations                                                    202                  208
                                                                                                  ---------            ---------
                     Total current liabilities                                                       7,989                8,265
                                                                                                  ---------            ---------

Long-term debt                                                                                         146                  260
                                                                                                  ---------            ---------
Related party borrowings                                                                               162                  231
                                                                                                  ---------            ---------
Franchise deposits and other liabilities                                                             1,474                1,709
                                                                                                  ---------            ---------

Contingencies (Note 7)

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; 30,072,957 and
       29,922,957 shares issued, respectively, and 29,890,620 and 29,740,620 shares outstanding,
       respectively                                                                                    301                  299
     Treasury stock, at cost, 182,337 shares
                                                                                                      (204)                (204)
     Additional paid-in capital                                                                    120,355              120,345
     Accumulated deficit                                                                          (123,970)            (124,329)
                                                                                                  ---------            ---------
                                  Total shareholders' deficit                                       (3,444)              (3,815)
                                                                                                  ---------            ---------
                                  Total liabilities and shareholders' deficit                     $  6,327             $  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
                      (In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                                                                                  (Unaudited)
                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                         -------------------------------
                                                                                              2003            2002
                                                                                         --------------- ---------------
<S>                                                                                        <C>              <C>
Revenues:
         Net sales                                                                         $    1,917       $    2,990
         Franchise royalties                                                                    1,601            1,697
         Net gains from the conveyance of Company-store assets to franchisees, and
           other franchise related fees                                                           181                -
         Interest on franchise notes receivable                                                    49               85
         Other income                                                                               4               30
                                                                                           -----------      -----------
                          Total revenues                                                        3,752            4,802
                                                                                           -----------      -----------

Costs and expenses:
         Cost of sales                                                                            323              776
         Selling, general and administrative expenses                                           2,787            4,520
         Interest expense                                                                          61               39
                                                                                           -----------      -----------
                          Total costs and expenses                                              3,171            5,335
                                                                                           -----------      -----------

Income (loss) from continuing operations before provision for income taxes                        581             (533)
Provision for income taxes                                                                          -                -
                                                                                           -----------      -----------
Income (loss) from continuing operations                                                          581             (533)
                                                                                           -----------      -----------

Loss from discontinued operations (Note 3)                                                       (222)               -
                                                                                           -----------      -----------
              Net income (loss)                                                            $      359       $     (533)
                                                                                           ===========      ===========

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

              Income (loss) from continuing operations                                     $     0.02       $    (0.02)
              Loss from discontinued operations                                                 (0.01)            0.00
                                                                                           -----------      -----------
                      Net income (loss)                                                    $     0.01       $    (0.02)
                                                                                           ===========      ===========

Weighted-average number of common shares outstanding - basic and diluted                       29,806           26,409
                                                                                           ===========      ===========
</TABLE>

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


                                       3
<PAGE>

                     EMERGING VISION, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                                   (Unaudited)
                                                                                            For the Three Months Ended
                                                                                                    March 31,
                                                                                         ---------------------------------
                                                                                               2003             2002
                                                                                         ----------------- ---------------
<S>                                                                                         <C>               <C>
Cash flows from operating activities:
     Income (loss) from continuing operations                                               $     581         $    (533)
        Adjustments to reconcile income (loss) from continuing operations
         to net cash used in operating activities:
            Depreciation and amortization                                                          75               126
            Provision for doubtful accounts                                                        13                 5
            Amortization of debt discount                                                          24                18
        Changes in operating assets and liabilities:
                     Franchise and other receivables                                             (227)              304
                     Inventories                                                                  103                70
                     Prepaid expenses and other current assets                                      7              (108)
                     Other assets                                                                  31               (48)
                     Accounts payable and accrued liabilities                                    (215)             (516)
                     Franchise deposits and other liabilities                                    (235)               96
                     Accrual for store closings                                                  (306)             (206)
                                                                                            ----------        ----------
Net cash used in operating activities                                                            (149)             (792)
                                                                                            ----------        ----------

Cash flows from investing activities:
     Franchise notes receivable issued                                                              -               (10)
     Proceeds from franchise and other notes receivable                                            95               231
     Purchases of property and equipment                                                          (20)              (31)
                                                                                            ----------        ----------
Net cash provided by investing activities                                                          75               190
                                                                                            ----------        ----------

Cash flows from financing activities:
     Proceeds from borrowings                                                                     150             1,300
     Payments on borrowings                                                                      (331)             (843)
     Proceeds from issuance of common stock upon exercise of options                               12                 -
                                                                                            ----------        ----------
Net cash (used in) provided by financing activities                                              (169)              457
                                                                                            ----------        ----------
Net cash used in continuing operations                                                           (243)             (145)
                                                                                            ----------        ----------
Net cash used in discontinued operations                                                           (3)             (100)
                                                                                            ----------        ----------
Net decrease in cash and cash equivalents                                                        (246)             (245)
Cash and cash equivalents - beginning of period                                                   664             1,053
                                                                                            ----------        ----------
Cash and cash equivalents - end of period                                                   $     418         $     808
                                                                                            ==========        ==========

Supplemental disclosures of cash flow information:

   Cash paid during the period for:

        Interest                                                                            $      37         $      21
                                                                                            ==========        ==========
        Taxes                                                                               $      55         $      44
                                                                                            ==========        ==========
</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 THREE MONTHS ENDED MARCH 31, 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                -        -      150,000         2         -      -          10            -           12
Net income                               -        -            -         -         -      -           -          359          359
                                    ------   ------   ----------   --------  -------  -----    --------    ---------     --------
BALANCE - MARCH 31, 2003 (Unaudited)     1   $   74   30,072,957   $   301   182,337  $(204)   $120,355    $(123,970)    $ (3,444)
                                    ======   ======   ==========   ========  =======  =====    ========    =========     ========

</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  March  31,  2003  (exclusive  of  net  liabilities  of  discontinued
operations),  the Company had negative working capital of $4,302,000 and cash on
hand of $418,000. During the three months ended March 31, 2003, the Company used
$149,000 of cash in its operating activities.  This usage was primarily a result
of a decrease in the accrual for store closings of $306,000 (Note 6), a decrease
of $235,000 in franchise deposits and other  liabilities,  and a net increase of
$227,000 in franchise  and other  receivables,  offset,  in part, by income from
continuing operations of $581,000.  Management anticipates that it will continue
to make significant payments against liabilities, which are already reflected in
the Consolidated Balance Sheet as of March 31, 2003, associated with the closure
of non-profitable Company-owned stores.

     The Company  plans to  continue  to improve  its cash flows  during 2003 by
improving store  profitability  through  increased  monitoring of store-by-store
operations, closing non-profitable Company-owned stores, 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,
the collection of outstanding receivables, and the proceeds from its shareholder
rights offering (Note 9), there will be sufficient  liquidity  available for the
Company to continue in operation  through the second  quarter of 2004.  However,
there can be no assurance that the Company will be able to successfully  execute
the aforementioned plans.


NOTE 3 - DISCONTINUED OPERATIONS:

     As of  March  31,  2003,  there  was  approximately  $384,000  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 three  months  ended  March 31,  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 7).


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
value based method of accounting for stock-based


                                       6
<PAGE>


     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. No stock-based
compensation  cost is reflected in the 2003 net income as no stock-based  awards
were granted during the three months ended March 31, 2003.  The following  table
illustrates  the effect on net income  (loss) and net income (loss) per share as
if the fair value based method had been applied to all  outstanding and unvested
awards in each period:

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                                 (In thousands)
                                                                                        ---------------------------------
                                                                                             2003             2002
                                                                                        ---------------------------------
<S>                                                                                       <C>             <C>
Net income (loss) - as reported                                                           $     359       $    (533)
Deduct: Total stock-based employee compensation expense determined under
   fair value method for all awards                                                            (794)         (1,081)
                                                                                          ----------      ----------
       Pro forma net loss                                                                 $    (435)      $  (1,614)
                                                                                          ==========      ==========

Earnings per share:
       Basis and diluted - as reported                                                    $    0.01       $   (0.02)
                                                                                          ==========      ==========
       Basis and diluted - pro forma                                                      $   (0.01)      $   (0.05)
                                                                                          ==========      ==========
</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 sales from 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;

     Net gains from the conveyance of Company-store  assets to franchisees,  and
other  franchise  related fees - Represents the net gains realized from the sale
of Company-owned store assets to franchisees;  and 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


                                       7
<PAGE>

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
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 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 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
                                                                                                   March 31,
                                                                                                 (In thousands)
                                                                                        ---------------------------------
                                                                                              2003             2002
                                                                                        ---------------   ---------------
<S>                                                                                       <C>                <C>
Numerator:

     Income (loss) from continuing operations                                             $     581          $    (533)
     Loss from discontinued operations                                                         (222)                 -
                                                                                          ----------         ----------
          Net income (loss)                                                               $     359          $    (533)
                                                                                          ==========         ==========

Denominator:

     Denominator for basic and diluted per share information -
          weighted average shares outstanding                                                29,806             26,409
                                                                                          ==========         ==========

Basic and Diluted Per Share Information:

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


NOTE 6 - 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
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 three
months ended March 31, 2003, the Company successfully closed five of such stores
and, as of the date hereof,  had closed two additional  stores.  As of March 31,
2003,  $803,000  remained as an accrual for store  closings on the  accompanying


                                       9
<PAGE>

Consolidated Balance Sheet. The Company anticipates  completing its closure plan
by the end of the second  quarter of 2003. No additional  provision was provided
during the three months ended March 31, 2003.


NOTE 7 - 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, this action was 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.  As of the date
hereof,  it is  anticipated  that a trial of this  action will take place in May
2003.

     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.,
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


                                       9
<PAGE>

of the California Code and was seeking to permanently enjoin VCC from continuing
to operate in such manner. On motion of the Company, which included a claim that
VCC  is a  specialized  Health  Care  Maintenance  Organization  that  has  been
specifically licensed,  under the California Knox Keene Health Care Service Plan
Act of 1975, as amended,  to provide the  identical  services that the plaintiff
was seeking to enjoin,  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 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. The Company believes that it has a meritorious defense to
such action.  There was pending a motion,  by Pyramid,  to grant Pyramid partial
summary  judgment on certain of its claims  raised in said action,  which motion
was denied by the Court. Both Pyramid and the Company have until the end of July
2003 to complete discovery as it relates to this action.

     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 is seeking therein,  among other things, damages against the
Company,  in the  approximate  amount of $100,000,  in respect of claims arising
under such lease. The Company believes that it has a meritorious defense to such
action.  As of the date hereof,  the Company's  time to answer the complaint has
not expired.

     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
to, which, in the opinion of management,  will have a material adverse effect on
the Company.


Guarantees

     In connection  with the Company's sale of the Ambulatory  Center on May 31,
2001 (Note 2), 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 three
months ended March 31, 2003, the Company accrued an additional $225,000 for such
estimated guaranteed liabilities, representing the estimated cash flow losses of
the Ambulatory  Center through March 31, 2003, based on information  provided by


                                       10
<PAGE>

the owner.  Although the term of the Company's  guarantee (of such  liabilities)
will not expire until April 2008, the Company's  exposure  hereunder may, in the
future, be reduced,  on a pro-rata basis,  based upon the ability of the current
owner to attract  additional  investors  who agree to guarantee all or a portion
thereof.  However,  there can be no assurance that such  liabilities  will be so
reduced  and,  as a result,  the Company  could in the future  continue to incur
further  costs  associated  with such  guarantee  should the  Ambulatory  Center
continue to generate cash flow losses.

     As of March 31,  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
$7,431,000.


NOTE 8 - FINANCING ARRANGEMENTS:

     In January 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 was repayable in 24 equal monthly
installments of $41,666,  and beared interest as defined (4.95% at the inception
of the note, and subsequently  amended on April 1, 2002 to 3.95%).  The note was
fully  collateralized by a $1,000,000  certificate of deposit posted by Horizons
Investors   Corp.   ("Horizons"),   a  related  party,  at  the  same  financial
institution.

     Credit Facility

     The  Company  entered  into an  agreement  with  Horizons to borrow up to a
maximum of $1,000,000.  This credit  facility  beared 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,  required minimum incremental advances of $150,000,  was to
mature on January 22, 2004,  required  ratable  monthly  principal  and interest
payments of each  borrowing,  was  amortizable  through the maturity date of the
facility,  was fully  collateralized  by a pledge of  certain  of the  Company's
qualifying franchise notes, and required the payment of a facility fee of 2% per
annum, payable monthly, on the unused portion of the credit facility.

     In  consideration  for providing  access to the credit facility and posting
collateral  for the term note,  the Company  granted  Horizons an  aggregate  of
2,500,000  warrants,  the fair  value of which was  $234,000.  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, 2003, approximately $24,000 of such discount was amortized and recognized as
interest expense in the accompanying  Consolidated  Statement of Operations.  On
April 22,  2003,  with a portion of the  proceeds  from its  shareholder  rights
offering  (the "Rights  Offering"),  the Company paid off $417,000 and $407,000,
respectively,  representing,  at that time, the remaining  principal amounts due
under the secured term note and the credit facility (Note 9).


NOTE 9 - SUBSEQUENT EVENTS:

Related Party Transaction

     On April 4, 2003,  the Board of Directors  authorized the Company to borrow
$100,000  from one of its principal  shareholders  and  directors.  The loan was
payable immediately after the closing of the Company's Rights Offering, together
with interest in an amount equal to 1% of the principal amount of such loan. The
Company  repaid this loan,  in full,  on April 22,  2003,  with a portion of the
proceeds from the Rights Offering.


                                       11
<PAGE>

Shareholder Rights Offering

     On February 12, 2003, the  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
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,  the  proceeds  of which  would  be used to repay  the  amounts
outstanding  under the Company's  existing credit facility and secured term note
(Note 8), to fund its plan to continue to close non-profitable  stores (Note 6),
and for general corporate and working capital purposes.

     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 $150,000.












                                       12
<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:  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 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 Months Ended March 31, 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  $1,073,000,  or
35.9%,  to $1,917,000  for the three months ended March 31, 2003, as compared to
$2,990,000 for the comparable period in 2002. This decrease was primarily due to
the lower average number of  Company-owned  stores in operation during the three
months  ended March 31,  2003,  as  compared  to the same  period in 2002.  This
decrease was in line with management's  expectations due to the plan to continue
to close non-profitable Company-owned stores.

     As of March 31, 2003, there were 178 stores in operation,  consisting of 17
Company-owned   stores  (including  7  Company-owned  stores  being  managed  by
franchisees) and 159 franchised  stores,  as compared to 199 stores in operation
as of March  31,  2002,  consisting  of 33  Company-owned  stores  (including  8
Company-owned stores being managed by franchisees) and 166 franchised stores. On
a same store basis (for those stores that the Company  will  continue to operate
as Company-owned  stores),  comparative net sales decreased by $95,000, or 9.9%,
to $865,000 for the three  months ended March 31, 2003,  as compared to $960,000
for the comparable period in 2002.  Management  believes that this decline was a
direct result of the general downturn in the economy.

     Franchise  royalties  decreased by $96,000,  or 5.7%, to $1,601,000 for the
three months ended March 31, 2003, as compared to $1,697,000  for the comparable
period in 2002.  This decrease was primarily a result of a lower average  number
of franchised  stores in operation during the three month period ended March 31,
2003 as compared to 2002,  as described  above,  offset by a slight  increase in
franchise  sales for the stores  that were open  during  both of the  comparable
periods.

     For the three months ended March 31, 2003,  there was $181,000 of net gains
from the  conveyance of  Company-owned  store assets to  franchisees,  and other
franchise  related fees.  For the  three-month  period ended March 31, 2002, the
Company   recognized  no  such  gains  and  fees.  This  increase  was  directly
attributable to the signing of seven new franchise  agreements  during the three
months ended March 31, 2003.




                                       13
<PAGE>

     Interest on franchise notes receivable  decreased by $36,000,  or 42.4%, to
$49,000 for the three months  ended March 31,  2003,  as compared to $85,000 for
the  comparable  period in 2002.  This  decrease was  primarily  due to numerous
franchise  notes  maturing  during  the past 12 months  and no new  notes  being
generated during the three-month  period ended March 31, 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
6.7%, to 71.5%,  for the three months ended March 31, 2003, as compared to 64.8%
for the comparable period in 2002. This increase was 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.  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 $1,733,000,  or
38.3%,  to $2,787,000  for the three months ended March 31, 2003, as compared to
$4,520,000 for the comparable period in 2002. This decrease was primarily due to
management's continuing plan to reduce administrative  expenses, where necessary
and feasible, and to close non-profitable Company-owned stores. Included in this
decrease  were  reductions  in  salaries  and related  expenses of $622,000  and
facility and other overhead charges of $1,070,000.

     Interest  expense  increased by $22,000,  to $61,000,  for the three months
ended March 31, 2003, as compared to $39,000 for the comparable  period in 2002.
This  increase  was  primarily  due to the fact that  there was  interest  being
incurred in connection with the financing arrangements obtained in January 2002,
and the amortization of the discount associated with such financing,  during the
entire three months ended March 31, 2003, as opposed to the comparable period in
2002, where such expenses were only incurred for a two-month period.


Liquidity and Capital Resources

     As of  March  31,  2003  (exclusive  of  net  liabilities  of  discontinued
operations),  the Company had negative working capital of $4,302,000 and cash on
hand of $418,000. During the three months ended March 31, 2003, the Company used
$149,000 of cash in its operating activities.  This usage was primarily a result
of a decrease  in the  accrual for store  closings  of  $306,000,  a decrease of
$235,000 in  franchise  deposits  and other  liabilities,  and a net increase of
$227,000 in franchise  and other  receivables,  offset,  in part, by income from
continuing operations of $581,000.  Management anticipates that it will continue
to make significant payments against liabilities, which are already reflected in
the Consolidated Balance Sheet as of March 31, 2003, associated with the closure
of non-profitable Company-owned stores.

     For the three months ended March 31, 2003, cash flows provided by investing
activities  were $75,000,  as compared to $190,000 for the comparable  period in
2002.  This was  principally  due to the  maturing of numerous of the  Company's
franchise notes receivable during the past twelve months.

     For the three  months  ended March 31,  2003,  cash flows used in financing
activities  were $169,000,  principally due to the repayment of a portion of the
Company's debt financing and related party borrowings of $331,000,  offset by an
additional borrowings under the credit facility of $150,000.

     In April 2003,  the Company  completed  its  shareholder  rights  offering,
resulting in gross proceeds of $2,000,000.  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 the secured term note, the credit facility
and a director loan.

     The Company  plans to  continue  to improve  its cash flows  during 2003 by
improving store  profitability  through  increased  monitoring of store-by-store
operations, closing non-profitable Company-owned stores, 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,
the collection of outstanding receivables, and the proceeds from its shareholder
rights offering, there will be sufficient liquidity available for the Company to
continue in operation through the second quarter of 2004. However,  there can be
no  assurance  that  the  Company  will  be  able to  successfully  execute  the
aforementioned plans.


                                       14
<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 a date  within  90 days of the  filing  of  this  Report,  the
Co-Chief  Operating Officers (one of which is also the Company's Chief Financial
Officer) have concluded that such controls and procedures are effective.

b)       Changes in Internal Controls

     There were no significant changes in the Company's internal controls, or in
other factors,  that could significantly  affect such controls subsequent to the
date of their evaluation.









                                       15
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
         -----------------

     In April  2003,  Consumer  Cause,  Inc.  filed a Notice  of  Appeal  of the
decision  of the lower  court  dismissing  its action  against  the  Company and
VisionCare of  California,  Inc. The Company  intends to  vigorously  pursue its
opposition of this appeal.

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.

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

A.    Exhibits
      --------

     99.1 Certifications of Principal Executive Officers and Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

B.    Reports on Form 8-K
      -------------------

     On February 11, 2003,  the Company filed a Report on Form 8-K regarding the
issuance of a press release, on February 10, 2003, regarding the announcement of
the final terms of its shareholder rights offering.







                                       16
<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: May 13, 2003









                                       17
<PAGE>



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 quarterly  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 quarterly 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-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this   quarterly   report  our   conclusion   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  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  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; 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; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:   May 13, 2003


  /s/ Christopher G. Payan
-------------------------------
Christopher G. Payan
Co-Chief Operating Officer and
Chief Financial Officer










                                       18
<PAGE>


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 quarterly  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 quarterly 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-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this   quarterly   report  our   conclusion   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  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  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; 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; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:   May 13, 2003



  /s/ Myles S. Lewis
---------------------------
Myles S. Lewis
Co-Chief Operating Officer







                                       19
<PAGE>



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 quarterly  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 quarterly 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-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this   quarterly   report  our   conclusion   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  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  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; 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; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  May 13, 2003


  /s/ Samuel Z. Herskowitz
---------------------------
Samuel Z. Herskowitz
Co-Chief Operating Officer






                                       20

<PAGE>


                                                                    Exhibit 99.1

 Certifications of Principal Executive Officers and Principal Financial Officer
           Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                              (Company Letterhead)



           Certification of Principal Executive and Financial Officer
                           Pursuant to 18 U.S.C. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)



     I,  Christopher G. Payan,  Co-Chief  Operating  Officer and Chief Financial
Officer  (co-principal  executive  officer and principal  financial  officer) of
Emerging  Vision,  Inc.  (the  "Registrant"),  certify  that  to the  best of my
knowledge,  based  upon a review  of the  Quarterly  Report on Form 10-Q for the
period ended March 31, 2003 of the Registrant (the "Report"):

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

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


         /s/ Christopher G. Payan
        -----------------------------
Name:    Christopher G. Payan
Date:    May 13, 2003




<PAGE>



                              (Company Letterhead)



                  Certification of Principal Executive Officer
                           Pursuant to 18 U.S.C. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


     I, Myles S.  Lewis,  Co-Chief  Operating  Officer  (co-principal  executive
officer) of Emerging Vision, Inc. (the  "Registrant"),  certify that to the best
of my knowledge,  based upon a review of the  Quarterly  Report on Form 10-Q for
the period ended March 31, 2003 of the Registrant (the "Report"):

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

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


         /s/ Myles S. Lewis
        ----------------------
Name:    Myles S. Lewis
Date:    May 13, 2003





<PAGE>


                              (Company Letterhead)



                  Certification of Principal Executive Officer
                           Pursuant to 18 U.S.C. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


     I, Samuel Z. Herskowitz, Co-Chief Operating Officer (co-principal executive
officer) of Emerging Vision, Inc. (the  "Registrant"),  certify that to the best
of my knowledge,  based upon a review of the  Quarterly  Report on Form 10-Q for
the period ended March 31, 2003 of the Registrant (the "Report"):

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

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


         /s/ Samuel Z. Herskowitz
        --------------------------
Name:    Samuel Z. Herskowitz
Date:    May 13, 2003