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

                                    FORM 10-Q
(Mark one)
      [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the quarterly period ended September 30, 2004

                                       OR

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

      Commission file number: 1-14128


                              EMERGING VISION, INC.
             (Exact name of Registrant as specified in its Charter)


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

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

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


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

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

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

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

     As of November 8, 2004,  there were  70,323,698  outstanding  shares of the
Registrant's Common Stock, par value $0.01 per share.

<PAGE>

Item 1.  Financial Statements

                     EMERGING VISION, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                                                                September 30,      December 31,
                                                                                                     2004              2003
                                                                                                 (Unaudited)
                                                                                                -------------     --------------
                                     ASSETS
<S>                                                                                               <C>               <C>
Current assets:
         Cash and cash equivalents                                                                $   1,019         $   1,383
         Franchise receivables, net of allowance of $419 and $844, respectively                       1,649             1,281
         Other receivables, net of allowance of $68 and $118, respectively                               88               291
         Current portion of franchise notes receivable, net of allowance of $45 and $241,
              respectively                                                                              370               449
         Inventories, net                                                                               384               392
         Prepaid expenses and other current assets                                                      399               389
                                                                                                  ----------        ----------
                     Total current assets                                                             3,909             4,185
                                                                                                  ----------        ----------

Property and equipment, net                                                                             459               481
Franchise notes and other receivables, net of allowance of $18 and $541, respectively                   383               470
Goodwill                                                                                              1,266             1,266
Other assets                                                                                            208               237
                                                                                                  ----------        ----------
                     Total assets                                                                 $   6,225         $   6,639
                                                                                                  ==========        ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Current portion of long-term debt                                                        $      31         $     207
         Accounts payable and accrued liabilities                                                     4,313             5,389
         Payables associated with proxy contest and related litigation                                  229                 -
         Accrual for store closings                                                                      42               144
         Related party borrowings                                                                        38                35
                                                                                                  ----------        ----------
                     Total current liabilities                                                        4,653             5,775
                                                                                                  ----------        ----------

Long-term debt                                                                                          112               143
                                                                                                  ----------        ----------
Related party borrowings                                                                                517               546
                                                                                                  ----------        ----------
Franchise deposits and other liabilities                                                                682               937
                                                                                                  ----------        ----------
Contingencies


Shareholders' equity:
     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; 70,506,035
       and 67,682,087 shares issued, respectively, and 70,323,698 and 67,499,750 shares
       outstanding, respectively                                                                        705               677
     Treasury stock, at cost, 182,337 shares                                                           (204)             (204)
     Additional paid-in capital                                                                     126,070           125,987
     Accumulated deficit                                                                           (126,384)         (127,296)
                                                                                                  ----------        ----------
                                  Total shareholders' equity (deficit)                                  261              (762)
                                                                                                  ----------        ----------
                                  Total liabilities and shareholders' equity                      $   6,225         $   6,639
                                                                                                  ==========        ==========
</TABLE>

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

                                       2
<PAGE>

                     EMERGING VISION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                                                   For the Three Months          For the Nine Months
                                                                   Ended September 30,           Ended September 30,
                                                                   2004           2003           2004           2003
                                                                -------------------------      -------------------------
<S>                                                                  <C>            <C>            <C>           <C>
  Revenues:
       Net sales                                                     $  1,898       $  1,881       $  5,715      $  5,698
       Franchise royalties                                              1,639          1,631          5,040         4,828
       Other franchise related fees                                        50             51            149           257
       Interest on franchise notes receivable                              18             33             61           126
       Other income                                                        22             15             49            51
                                                                     ---------      ---------      ---------     ---------
            Total revenues                                              3,627          3,611         11,014        10,960
                                                                     ---------      ---------      ---------     ---------

  Costs and expenses:
       Cost of sales                                                      245            188            737           656
       Selling, general and administrative expenses                     2,973          2,868          8,732         8,500
       Costs for proxy contest and related litigation                     159              -            580             -
       Interest expense                                                    21             12             53           169
                                                                     ---------      ---------      ---------     ---------
            Total costs and expenses                                    3,398          3,068         10,102         9,325
                                                                     ---------      ---------      ---------     ---------

  Income from continuing operations before provision for
     income taxes                                                         229            543            912         1,635
  Provision for income taxes                                                -              -              -             -
                                                                     ---------      ---------      ---------     ---------
  Income from continuing operations                                       229            543            912         1,635
                                                                     ---------      ---------      ---------     ---------

  Income (loss) from discontinued operations                                -             56              -          (164)
                                                                     ---------      ---------      ---------     ---------
  Net income                                                         $    229       $    599       $    912      $  1,471
                                                                     =========      =========      =========     =========

  Per share information - basic and diluted:
       Income from continuing operations                             $   0.00       $   0.01       $   0.01      $   0.02
       Income (loss) from discontinued operations                        0.00           0.00           0.00          0.00
                                                                     ---------      ---------      ---------     ---------
           Net income                                                $   0.00       $   0.01       $   0.01      $   0.02
                                                                     =========      =========      =========     =========

  Weighted-average number of common shares outstanding -
        Basic                                                          70,324         79,914         69,191        60,937
                                                                     =========      =========      =========     =========
        Diluted                                                       113,826        100,593        111,193        70,354
                                                                     =========      =========      =========     =========
</TABLE>

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

                                       3
<PAGE>

                     EMERGING VISION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                            For the Nine Months Ended
                                                                                                  September 30,
                                                                                         ----------------- ---------------
                                                                                               2004             2003
                                                                                         ----------------- ---------------
<S>                                                                                         <C>               <C>
Cash flows from operating activities:
     Income from continuing operations                                                      $    912          $   1,635
        Adjustments to reconcile income from continuing operations
          to net cash used in operating activities:
            Depreciation and amortization                                                        165                223
            Stock-based compensation                                                               5                  1
            Provision for doubtful accounts                                                      149                 37
            Gain on settlement of debt                                                           (27)                 -
            Amortization of debt discount                                                          -                103
            Changes in operating assets and liabilities:
                     Franchise and other receivables                                             (43)              (216)
                     Inventories                                                                   8                 87
                     Prepaid expenses and other current assets                                   (10)              (150)
                     Other assets                                                                 29                 35
                     Accounts payable and accrued liabilities                                 (1,076)            (1,065)
                     Payables associated with proxy contest and related litigation               229                  -
                     Franchise deposits and other liabilities                                   (255)              (506)
                     Accrual for store closings                                                 (102)              (772)
                                                                                            ---------         ----------
Net cash used in operating activities                                                            (16)              (588)
                                                                                            ---------         ----------

Cash flows from investing activities:
     Franchise notes receivable issued                                                          (377)               (21)
     Proceeds from franchise and other notes receivable                                          272                490
     Purchases of property and equipment                                                        (143)               (49)
                                                                                            ---------         ----------
Net cash (used in) provided by investing activities                                             (248)               420
                                                                                            ---------         ----------

Cash flows from financing activities:
     Proceeds from borrowings                                                                      -                249
     Payments on borrowings                                                                     (206)            (1,408)
     Proceeds from issuance of common stock upon exercise of options and warrants                106                 18
     Net proceeds from Rights Offering                                                             -              1,859
                                                                                            ---------         ----------
Net cash (used in) provided by financing activities                                             (100)               718
                                                                                            ---------         ----------
Net cash (used in) provided by continuing operations                                            (364)               550
                                                                                            ---------         ----------
Net cash used in discontinued operations                                                           -                (22)
                                                                                            ---------         ----------
Net (decrease) increase in cash and cash equivalents                                            (364)               528
Cash and cash equivalents - beginning of period                                                1,383                664
                                                                                            ---------         ----------
Cash and cash equivalents - end of period                                                   $  1,019          $   1,192
                                                                                            =========         ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
        Interest                                                                            $     29          $      65
                                                                                            =========         ==========
        Taxes                                                                               $     73          $      72
                                                                                            =========         ==========
</TABLE>
     The  accompanying   notes  are  an  integral  part  of  these  consolidated
statements.


                                       4
<PAGE>


<TABLE>
<CAPTION>
                     EMERGING VISION, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 3O, 2004
                        (In Thousands, Except Share Data)

                                                                Senior Convertible
                                                                  Preferred Stock            Common Stock
                                                               Shares        Amount        Shares      Amount
                                                               ------        ------     -----------   --------

<S>                                                            <C>         <C>          <C>           <C>
BALANCE - DECEMBER 31, 2003 (Audited)......................         1      $   74       67,682,087    $   677
Exercise of stock options and warrants.....................         -           -        2,823,948         28
Issuance of stock warrants.................................         -           -                -          -
Net income.................................................         -           -                -          -
                                                               -------     -------      -----------   --------
BALANCE - SEPTEMBER 30, 2004 (Unaudited)...................         1      $   74       70,506,035    $   705
                                                               =======     =======      ===========   ========

</TABLE>

<TABLE>
<CAPTION>
                     EMERGING VISION, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                        (In Thousands, Except Share Data)

                                                                Treasury Stock,     Additional                   Total
                                                                    at cost          Paid-In   Accumulated    Shareholders'
                                                               Shares      Amount    Capital     Deficit        Equity
                                                               -------      -----     --------   ---------  ----------------
<S>                                                            <C>         <C>       <C>        <C>            <C>
BALANCE - DECEMBER 31, 2003 (Audited)......................    182,337     $(204)     125,987    (127,296)         (762)
Exercise of stock options and warrants.....................          -         -           78           -           106
Issuance of stock warrants.................................          -         -            5           -             5
Net income.................................................          -         -            -         912           912
                                                               -------     -----     --------   ---------      --------
BALANCE - SEPTEMBER 30, 2004 (Unaudited)...................    182,337     $(204)    $126,070   $(126,384)     $    261
                                                               =======     =====     ========   =========      ========
</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  U.S.  accounting  principles  generally  accepted  for  interim  financial
statement  presentation  and in accordance  with the  instructions  to Quarterly
Reports on 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 its
fiscal year ended  December 31, 2003.  There have been no changes in significant
accounting policies since December 31, 2003.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Stock-Based Compensation

     The Company  accounts for  stock-based  compensation in accordance with the
provisions  of  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 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 of operations.

     Stock-based  compensation cost of approximately  $5,000 is reflected in net
income for the three and nine  months  ended  September  30,  2004.  Stock-based
compensation  cost of  approximately  $1,000 is  reflected in net income for the
three and nine months ended September 30, 2003. The following table  illustrates
the effect on net  income  and net income per share as if the fair value  method
had  been  applied  to all  outstanding  and  unvested  awards  in  each  period
presented:
<TABLE>
<CAPTION>
                                                            Three Months Ended                Nine Months Ended
                                                               September 30,                    September 30,
                                                              (In thousands)                   (In thousands)
                                                      ---------------- --------------- --------------- ----------------
                                                           2004             2003            2004            2003
                                                           ----             ----            ----            ----
<S>                                                      <C>              <C>              <C>             <C>
    Net income - as reported                             $  229           $  599           $  912          $ 1,471
    Add: Stock-based compensation expense included
       in reported net income                                 5                -                5                1
    Deduct: Stock-based compensation expense
       determined under fair value method                    (6)              (9)             (47)            (865)
                                                         -------          -------          -------         --------
    Pro forma net income                                 $  228           $  590           $  870          $   607
                                                         =======          =======          =======         ========

    Net income per share:
           Basic and diluted - as reported               $ 0.00           $ 0.01           $ 0.01          $  0.02
                                                         =======          =======          =======         ========
           Basic and diluted - pro forma                 $ 0.00           $ 0.01           $ 0.01          $  0.01
                                                         =======          =======          =======         ========
</TABLE>

                                       6
<PAGE>

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 SEC Staff  Accounting  Bulletin  ("SAB") No.
103,  "Update  of  Codification  of Staff  Accounting  Bulletins,"  and SAB 104,
"Revenue  Recognition."  SAB 103  superceded  SAB 101,  "Revenue  Recognition in
Financial  Statements,"  and  replaced  it, as well as other  previously  issued
bulletins,  with a codified format for the updated information.  SAB 104 revised
or rescinded portions of the interpretative guidance included in SAB 103.

     The  Company  derives  its  revenues  from the  following  three  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;

     Other  franchise  related fees - Represents  the net gains 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).

     The Company  recognizes  revenues in  accordance  with SAB 103 and SAB 104.
Accordingly,  revenues are recorded when  persuasive  evidence of an arrangement
exists,  delivery has occurred or services  have been  rendered,  the  Company's
price to the buyer is fixed or determinable,  and  collectibility  is reasonably
assured.  To the extent that  collectibility  of  royalties  and/or  interest on
franchise notes is not reasonably  assured,  the Company recognizes such revenue
when the cash is received.

     The Company  also  follows  the  provisions  of  Emerging  Issue Task Force
("EITF")  Issue  01-09,  "Accounting  for  Consideration  Given by a Vendor to a
Customer  (Including a Reseller of the  Vendor's  Products),"  and  accordingly,
accounts  for  discounts,  coupons  and  promotions  (that  are  offered  to its
customers) as a direct reduction of sales.


Reclassifications

     Certain  reclassifications  have  been  made to prior  years'  consolidated
financial statements to conform to current year presentation.


NOTE 3 - PER SHARE INFORMATION:

     In accordance with SFAS No. 128, "Earnings Per Share", basic net income per
common share  ("Basic EPS") is computed by dividing net income  attributable  to
common shareholders by the weighted-average number of common shares outstanding.
Diluted net income per common share  ("Diluted EPS") is computed by dividing the
net income by the  weighted-average  number of common shares and dilutive common
share  equivalents and convertible  securities  then  outstanding.  SFAS No. 128
requires the  presentation  of both Basic EPS and Diluted EPS on the face of the
Company's  Consolidated  Statements  of  Operations.  Common  stock  equivalents
totaling  7,944,153  were excluded from the  calculation  of Diluted EPS for the
three and nine months ended  September 30, 2004,  as the exercise  prices of the
stock  options and other  convertible  securities  were greater than the average
share  price  for the three and nine  months  ended  September  30,  2004,  and,
therefore,   their  inclusion  would  have  been  anti-dilutive.   Common  stock
equivalents  totaling 9,062,323 were excluded from the calculation for the three
and nine months ended September 30, 2003, respectively.


                                       7
<PAGE>

     The  following  table sets forth the  computation  of basic and diluted per
share information:
<TABLE>
<CAPTION>
                                                         For the Three Months Ended        For the Nine Months Ended
                                                               September 30,                     September 30,
                                                               (In thousands)                   (In thousands)
                                                      ---------------- ---------------- --------------- ----------------
                                                           2004             2003             2004            2003
                                                           ----             ----             ----            ----
<S>                                                      <C>              <C>              <C>             <C>
Numerator:
     Income from continuing operations                   $   229          $   543          $   912         $  1,635
     Income (loss) from discontinued operations                -               56                -             (164)
                                                         --------         --------         --------        ---------
         Net income                                      $   229          $   599          $   912         $  1,471
                                                         ========         ========         ========        =========
Denominator:
     Weighted average common shares outstanding           70,324           79,914           69,191           60,937
     Dilutive effect of:
       Stock options and warrants                         43,502              286           42,002               95
       Warrants issued in connection with Rights
         Offering                                              -           20,393                -            9,322
                                                         --------         --------         --------        ---------
Weighted average common shares
  outstanding, assuming dilution                         113,826          100,593          111,193           70,354
                                                         ========         ========         ========        =========

Basic and Diluted Per Share Information:
     Income from continuing operations                   $  0.00          $  0.01          $  0.01         $   0.02
     Income (loss) from discontinued operations             0.00             0.00             0.00             0.00
                                                         --------         --------         --------        ---------
         Net income                                      $  0.00          $  0.01          $  0.01         $   0.02
                                                         ========         ========         ========        =========
</TABLE>


NOTE 4 - ACCRUAL FOR STORE CLOSINGS:

     In accordance with SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal  Activities,"  the Company records a liability for a cost associated
with an exit  or  disposal  activity  when  the  liability  is  incurred.  As of
September  30,  2004,  $42,000  remained  accrued  for  store  closings  on  the
accompanying  Consolidated  Balance Sheet. No additional  provision was provided
during the nine months ended September 30, 2004.


NOTE 5 - 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  received a  discharge  from the
trustee.  Presently,  there is a motion pending in the U.S.  Bankruptcy Court to
vacate Dr.  Joel's  discharge  based  upon,  among  other  things,  fraud on the
Bankruptcy  Court.  A trial on this  motion is  anticipated  to commence in late
2004.

     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


                                       8
<PAGE>
Company pursuant to the agreement  previously  entered into between the parties.
As of the date hereof, these proceedings were still in the discovery stage.

     In 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 November 2002, ADD of North Dakota, ADD of Jamestown,  Inc., each former
franchisees  of the Company,  and Aron  Dinesen,  their  principal  shareholder,
commenced an action against the Company,  in the United States  District  Court,
District of North Dakota,  Southeastern Division,  alleging, among other things,
that  the  Company  breached  certain  of its  obligations  under  each of their
respective  Franchise  Agreements.  In response thereto,  the defendant asserted
counterclaims  based upon the  defendants  alleged breach of each such franchise
agreement and of certain of the other  agreements  executed by the defendants in
connection therewith. In August 2004, the Court granted the Company's motion for
summary  judgment on its  counterclaims  and for  dismissal  of the  plaintiff's
claims. The Company currently is seeking to enforce the judgment.

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

     In October 2003, Luzerne Optical  Laboratories,  Ltd. ("Luzerne") commenced
an action  against  the  Company  in the Court of Common  Pleas of the County of
Luzerne,  State of  Pennsylvania,  which  action was  thereafter  removed to the
Federal Court, Middle District of Pennsylvania.  In this action, plaintiff seeks
to recover,  from the  Company,  the  approximate  sum of  $240,000  for certain
laboratory services allegedly provided to the Company. The Company believes that
is has a  meritorious  defense  to such  action.  As of the date  hereof,  these
proceedings were in the discovery stage.

     In December 2003,  Westminster Mall Company commenced an action against the
Company and Sterling  Vision of  Westminster,  Inc., the Company's  wholly-owned
subsidiary, in the District Court of the County of Jefferson, State of Colorado,
in which the plaintiff, as the Landlord of the Company's former Sterling Optical
store located in Westminster,  Colorado, is seeking, among other things, damages
against such subsidiary under the lease for such store in the approximate amount
of $229,000,  and damages  against the Company under its guaranty of such lease,
in the  approximate  amount of  $110,000.  The  Landlord  was  granted a default
judgment against such subsidiary, which default judgment was uncontested by such
subsidiary. The Company has answered the Landlord's complaint in this action and
believes  that it has a  meritorious  defense  to such  action.  As of the  date
hereof, these proceedings were in the discovery stage.

     In April  2004,  Rubloff  Hastings,  LLC  commenced  an action  against the
Company,  in the  District  Court  of  Adams  County,  Nebraska,  in  which  the
plaintiff,  as the  Landlord of the  Company's  former  Sterling  Optical  store
located in Hastings,  Nebraska,  was seeking,  among other things, damages under
the  Company's  lease for the store in the  approximate  amount of  $59,000.  In
November 2004, the Company  settled this action with the Landlord,  the terms of
which  provide  that the Company  pay, to the  Landlord,  the  aggregate  sum of

                                       9
<PAGE>
$40,000,  payable  in  three  consecutive  installments,  in  consideration  for
Landlord's  dismissal of the action, with prejudice,  and the exchange of mutual
general releases.

     In April 2004,  Jean Sundstrom,  a franchisee of the Company,  commenced an
action, in the Wisconsin Circuit Court,  Winebago County, which action was later
removed,  on a motion by the  Company,  to the  United  States  District  Court,
Eastern District of Wisconsin, against the Company alleging, among other things,
that the  Company  breached  certain  of its  obligations  under  her  franchise
agreement.  The Company has  counterclaims  against the plaintiff based upon the
plaintiff's  alleged  breach of such  franchise  agreement and of certain of the
other agreements  executed by the plaintiff.  The Company believed that it had a
meritorious  defense to plaintiffs'  claims in such action. On November 2, 2004,
the Court granted the Company's motion to dismiss the action.  In addition,  the
Company  commenced,  in May 2004,  a separate  action  against  plaintiff in the
Supreme  Court,  Nassau  County,  New York, by expedited  procedure,  alleging a
breach, by plaintiff,  of her obligations under certain  promissory notes given,
by plaintiff,  to the Company.  In October 2004, the Court granted the Company's
motion to enter a default judgment  against  plaintiff (as defendant in such New
York action) on all of the Company's claims raised in such action.

     In addition  to the  foregoing,  in the  ordinary  course of  business  the
Company is a defendant in certain  lawsuits  alleging  various claims  incurred,
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.

Additionally, with respect to the landlord-tenant actions described herein, the
Company has already accounted for the estimated possible costs (including
possible judgments) associated with such acions as part of accounts payable and
accrued liabilities and the accrual for store closings as of September 30, 2004.


Guarantees

     As of September 30, 2004,  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
$4,292,000.  The Company  continually  evaluates  the  credit-worthiness  of its
franchisees  in order to determine  their  ability to continue to perform  under
their  respective  subleases.  Additionally,  in the  event  that  a  franchisee
defaults under its sublease, the Company has the right to take over operation of
the  respective  location  and  operate  as a  Company-owned  store  as  well as
implementing other remedies against a franchisee.


NOTE 6 - THE PROXY CONTEST AND RELATED LITIGATION

     In May 2004,  Benito R. Fernandez,  a former  director of the Company,  and
Horizons  Investors  Corporation  ("Horizons"),  a  company  controlled  by  Mr.
Fernandez, commenced an action in New York Supreme Court against the Company and
four of his then fellow  directors,  which  action was removed by the Company to
the United States District Court for the Eastern  District of New York. In their
action,  the  plaintiffs  alleged  violations of state law arising the Company's
purported failure to provide  plaintiffs with a complete and current list of the
Company's  shareholders,  and alleged breaches of fiduciary duty by directors of
the  Company  in  connection  with the  setting  of the  record  date and Annual
Meeting.

     On June 2, 2004, Mr. Fernandez, through Horizons, filed a preliminary proxy
statement  with  the  SEC in  opposition  to the  Company's  director  nominees,
soliciting  proxies  in support of a slate of six  insurgent  director  nominees
hand-picked by Fernandez.  On June 16, 2004,  Fernandez  amended his preliminary
proxy  statement  to, among other things,  exclude one of his original  nominees
from his slate and ultimately filed a definitive proxy statement with the SEC on
June 25, 2004.

                                       10
<PAGE>
     The Company's 2004 Annual Meeting of  Shareholders  (the "Annual  Meeting")
was held on July 14, 2004 and, on July 26, 2004, the  independent  inspectors of
election,  IVS Associates,  Inc.,  certified the voting  results.  The Company's
nominees  received  36,013,976  (approximately  56.6%) of the votes cast for the
contested  election of directors.  There were 63,582,913  (approximately  90.3%)
votes cast at the Annual Meeting out of a possible 70,422,217 voting shares. The
insurgent nominees of Horizons,  the owner of 23,726,531  (approximately  33.7%)
shares of the Company,  received only 3,796,925 (approximately 6.0% of the total
votes cast) additional votes, for a total of 27,523,456 (approximately 43.3%) of
the votes cast.

     Accordingly,  the Company's director nominees Seymour G. Siegel, Alan Cohen
and Harvey Ross have been  elected to serve as Class I directors of the Company,
for a term of one year  expiring  in 2005,  and Joel L. Gold,  Robert  Cohen and
Christopher G. Payan have been elected as Class II directors of the Company, for
a term of two years expiring in 2006.

     On July 28,  2004,  the  aforementioned  action was  dismissed by Horizons,
without prejudice, on consent.

     During the three and nine months  ended  September  30,  2004,  the Company
incurred approximately $159,000 and $580,000,  respectively, of costs associated
with the proxy  contest and related  litigation,  of which,  as of September 30,
2004, approximately $229,000 remained due and is included in payables associated
with proxy  contest  and related  litigation  on the  accompanying  Consolidated
Balance Sheet.







                                       11
<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  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", "there can be no assurance",  "may", "could",
"would",  "might",  "intends"  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 view of the Company at the date they are
made with respect to future events, are not guarantees of future performance and
are subject to various risks and  uncertainties.  These risks and  uncertainties
may include, among other items: potential conflicts of interest that could occur
with  certain  of  our  directors;  the  retention  of  certain  members  of our
management  team;  our  inability to control the  management  of our  franchised
stores; the effects of new federal,  state and local regulations that affect the
health care industry;  insured health plan reimbursement  policies and practices
with  respect to our  products  and  services;  our ability to continue to enter
favorable  arrangements with health care providers;  increased  competition from
other eyewear  providers;  the general  consumer  acceptance of refractive laser
surgery;  product  demand and  market  acceptance  risks;  the effect of general
economic conditions;  the impact of competitive products,  services and pricing;
product  development,  commercialization  and  technological  difficulties;  our
ability,  or lack thereof,  to secure additional equity or debt financing in the
future,  if  necessary,  due to the  potential  lack of  liquidity of our common
stock;  the  potential   limitation  on  the  use  of  our  net  operating  loss
carry-forwards  in accordance  with Section 382 of the Internal  Revenue Code of
1986, as amended,  based on certain  changes in ownership  that have occurred or
could  in  the  future  occur;  the  possibility  that  we  will  be  unable  to
successfully  execute our business  plan;  and the outcome of pending and future
litigation.  Should one or more of these risks or uncertainties materialize,  or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially  from those  described  herein  with the  forward-looking  statements
referred to above.  The Company does not intend to update these  forward-looking
statements for the occurrence of events or developments not within the Company's
control.

Results of Operations

For the Three and Nine Months Ended September 30, 2004, as Compared to the
--------------------------------------------------------------------------
Comparable Period in 2003
-------------------------

     Net sales for Company-owned  stores,  including  revenues  generated by the
Company's  wholly-owned  subsidiary,  VisionCare of California,  Inc. ("VCC"), a
specialized  health  care  maintenance  organization  licensed  by the  State of
California  Department  of  Managed  Health  Care,  increased  by  approximately
$17,000,  or 0.9%, to $1,898,000 for the three months ended  September 30, 2004,
as compared to $1,881,000  for the  comparable  period in 2003, and increased by
approximately  $17,000,  or  0.3%,  to  $5,715,000  for the  nine  months  ended
September 30, 2004, as compared to $5,698,000 for the comparable period in 2003.
These  increases were primarily due to an increase in membership  fees generated
by VCC during the three and nine months ended  September  30, 2004,  offset,  in
part,  by a decrease  in  Company-owned  store  sales  primarily  due to a lower
average number of stores in operation during the same comparable period.

     As of September 30, 2004, there were 165 stores in operation, consisting of
11  Company-owned  stores  (including 2  Company-owned  stores being  managed by
franchisees) and 154 franchised  stores,  as compared to 172 stores in operation
as of September 30, 2003,  consisting of 13  Company-owned  stores  (including 6
Company-owned stores being managed by franchisees) and 159 franchised stores. On
a same store basis (for those  stores that the Company  continues  to operate as
Company-owned  stores),  comparative net sales decreased by $55,000, or 6.1%, to
$854,000 for the three months ended  September 30, 2004, as compared to $909,000
for the  comparable  period in 2003,  and  decreased  by $205,000,  or 7.1%,  to
$2,664,000  for the nine  months  ended  September  30,  2004,  as  compared  to
$2,869,000  for the  comparable  period in 2003.  Management  believes  that the
year-to-date  decline  was a  direct  result  of  generally  weak  sales  levels
experienced  in  the  upstate  New  York  market,  where  the  majority  of  the
Company-owned stores are located, combined with the effects of employee turnover
in certain of the stores.

     Franchise  royalties  increased by $8,000,  or 0.5%, to $1,639,000  for the
three  months  ended  September  30,  2004,  as compared to  $1,631,000  for the
comparable period in 2003, and increased by $212,000, or 4.4%, to $5,040,000 for
the nine months ended  September  30, 2004,  as compared to  $4,828,000  for the
comparable  period in 2003.  Management  believes  that these  increases  were a
result of a slight  increase  in  franchise  sales for the stores that were open
during both of the comparable  periods,  combined with increased levels of field
support to franchisees.

                                       12
<PAGE>
     Other  franchise  related  fees (which  includes  initial  franchise  fees,
renewal  fees and fees  related  to the  transfer  of store  ownership  from one
franchisee  to another)  decreased by $1,000,  or 2.0%, to $50,000 for the three
months  ended  September  30,  2004,  as compared to $51,000 for the  comparable
period in 2003,  and decreased by $108,000,  or 42.0%,  to $149,000 for the nine
months  ended  September  30, 2004,  as compared to $257,000 for the  comparable
period in 2003.  The decrease for the nine months ended  September  30, 2004 was
directly  attributable  to the Company  entering  into  thirteen  new  franchise
agreements  during the nine months ended  September 30, 2003, as opposed to five
new franchise agreements during the comparable period in 2004.

     Interest on franchise notes receivable  decreased by $15,000,  or 45.5%, to
$18,000 for the three months ended  September  30, 2004,  as compared to $33,000
for the comparable period in 2003, and decreased  $65,000,  or 51.6%, to $61,000
for the nine months ended  September  30, 2004,  as compared to $126,000 for the
comparable  period in 2003.  These  decreases  were  primarily  due to  numerous
franchise notes maturing during the past 12 months with only three and seven new
notes,  respectively,  being  generated  during the three and nine month periods
ended September 30, 2004.

     Excluding  revenues  generated by VCC, the  Company's  gross profit  margin
decreased by 7.1%, to 70.3%,  for the three months ended  September 30, 2004, as
compared to 77.4% for the  comparable  period in 2003, and decreased by 5.9%, to
71.0% for the nine months ended September 30, 2004, as compared to 76.9% for the
comparable period in 2003. These decreases were mainly a result of the fact that
in 2003, the Company  settled  liabilities  with certain of its vendors at lower
amounts than  originally  anticipated,  which had a positive effect on its gross
profit margin during the three and nine months ended September 30, 2003. No such
settlements  occurred in 2004. 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  increased by $105,000,  or
3.7%, to $2,973,000  for the three months ended  September 30, 2004, as compared
to $2,868,000 for the comparable  period in 2003, and increased by $232,000,  or
2.7%, to $8,732,000 for the nine months ended September 30, 2004, as compared to
$8,500,000  for the  comparable  period in 2003.  This was primarily a result of
increases in salaries and related expenses of $96,000 and $252,000 for the three
and nine months ended September 30, 2004, respectively.

     Interest  expense  increased  by $9,000,  to $21,000,  for the three months
ended  September 30, 2004, as compared to $12,000 for the  comparable  period in
2003, and decreased by $116,000, to $53,000, for the nine months ended September
30,  2004,  as compared  to  $169,000  for the  comparable  period in 2003.  The
decrease was primarily due to the  amortization of the discount  associated with
certain financing during the three and nine months ended September 30, 2003.


Liquidity and Capital Resources

     As of September  30,  2004,  the Company had  negative  working  capital of
$744,000  and had  cash on hand of  $1,019,000.  During  the nine  months  ended
September  30,  2004,  the  Company  used  $16,000  of  cash  in  its  operating
activities.  This  usage was a  primarily  a result of a  decrease  in  accounts
payable and accrued  liabilities of $1,076,000,  offset, in part, by income from
continuing operations of $912,000.

     For the nine months ended  September 30, 2004, cash flows used in investing
activities  were  $248,000,  principally  due to  capital  expenditures  and the
issuance of seven franchise promissory notes, offset by proceeds received on the
Company's franchise notes receivable.

     For the nine months ended  September 30, 2004, cash flows used in financing
activities were $100,000, principally due to the repayment of the Company's debt
and related party  borrowings,  offset by proceeds received from the exercise of
stock options and warrants.

     The Company  plans to increase its cash flows during the  remainder of 2004
and into 2005 and improve store  profitability  through increased  monitoring of
store-by-store operations, continuing to reduce administrative overhead expenses
where  necessary  and feasible,  actively  supporting  development  programs for
franchisees, and adding new franchised stores to the system. Management believes


                                       13
<PAGE>
that with the successful  execution of the aforementioned  plans to improve cash
flows,  its existing cash and the collection of outstanding  receivables,  there
will be sufficient  liquidity available for the Company to continue in operation
for the ensuing twelve-month period. However, there can be no assurance that the
Company will be able to successfully execute the aforementioned plans.


Future Contractual Obligations

     The Company has an employment  agreement with its Chief Executive  Officer,
which extends  through  February  2005. The  employment  agreement  provides for
certain base  compensation  and other  miscellaneous  benefits.  The  employment
agreement  also  provides  for an  incentive  bonus  based  upon  the  Company's
achievement of certain EBITDA targets,  as defined.  The aggregate future annual
base compensation  relating to this employment  agreement for the quarter ending
December 31, 2004 is  approximately  $78,000 and for the period  January 1, 2005
through February 2005 is approximately $33,000.

     The Company  leases  locations for both its  Company-owned  and  franchised
stores, as well as its executive and administrative offices. The following table
shows the Company's  minimum future rental  payments for  Company-owned  stores,
executive  and  administrative  offices,  as well as for  stores  leased  by the
Company and subleased to franchisees (in thousands):
<TABLE>
<CAPTION>
                                                    ------------------- ----------------- ----------------------
                                                       Total Lease          Sublease           Net Company
                                                       Obligations          Rentals            Obligations
                                                    ------------------- ----------------- ----------------------
<S>                                                   <C>                 <C>                 <C>
           October 1, 2004 - September 30, 2005       $     4,967         $     4,514         $       453
           October 1, 2005 - September 30, 2006             3,151               2,833                 318
           October 1, 2006 - September 30, 2007             2,149               1,931                 218
           October 1, 2007 - September 30, 2008             1,618               1,455                 163
           October 1, 2008 - September 30, 2009             2,673               2,399                 274
                        Thereafter                            767                 688                  79
                                                      ------------        ------------        ------------
                                                      $    15,325         $    13,820         $     1,505
                                                      ============        ============        ============
</TABLE>


                                       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.

     The Company believes that the level of risk related to its cash equivalents
is not material to the Company's financial condition or results of operations.

Item 4.  Controls and Procedures
         -----------------------

a)       Evaluation of Disclosure Controls and Procedures

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

b)       Changes in Internal Controls

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






                                       15

<PAGE>
                           PART II - OTHER INFORMATION


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

     In November 2004,  Rubloff  Hastings,  LLC's action against the Company was
settled  for the  aggregate  sum of $40,000,  in  consideration  for  Landlord's
dismissal of the action,  with  prejudice,  and the  exchange of mutual  general
releases.

     In November 2004, the United States  District  Court,  Eastern  District of
Wisconsin  granted the Company's  motion to dismiss the action commenced by Jean
Sundstrom,  a franchisee of the Company,  where such franchisee  alleged,  among
other things,  that the Company  breached  certain of its obligations  under her
franchise agreement. In October 2004, the Supreme Court, Nassau County, New York
granted the Company's motion to enter a default judgment against such franchisee
(as  defendant  in such New York  action)  on  breach of her  obligations  under
certain promissory notes.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
        Securities
        ---------------------------------------------------------------------

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

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

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

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

B.    Reports on Form 8-K

Not applicable.



                                       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
                                       Chief Executive Officer


                                   BY: /s/ Brian P. Alessi
                                      -----------------------------------
                                       Brian P. Alessi
                                       Chief Financial Officer and Treasurer



                                       Dated: November 12, 2004







                                       17
<PAGE>


                                                                    Exhibit 31.1

I, Christopher G. Payan, certify that:

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

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statements 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 report;

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

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

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

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

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

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

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

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


Date:  November 12, 2004


  /s/ Christopher G. Payan
----------------------------
Christopher G. Payan
Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2

I, Brian P. Alessi, certify that:

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

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statements 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 report;

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

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

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

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

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

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

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

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


Date:  November 12, 2004


  /s/ Brian P. Alessi
--------------------------------
Brian P. Alessi
Chief Financial Officer



<PAGE>

                                                                    Exhibit 32.1


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


     The  undersigned  hereby  certifies,  pursuant  to, and as required  by, 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that the Quarterly Report of Emerging Vision,  Inc. (the "Company")
on Form 10-Q for the period ended  September  30, 2004 fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended, and that information contained in such Quarterly Report on Form 10-Q
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.


Date:  November 12, 2004

                                               /s/ Christopher G. Payan
                                              ------------------------------
                                               Christopher G. Payan
                                               Chief Executive Officer


                                               /s/ Brian P. Alessi
                                              ------------------------------
                                               Brian P. Alessi
                                               Chief Financial Officer



     The foregoing  certification  is being furnished solely pursuant to Section
906 of the  Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18,  United  States  Code) and is not being filed as part of
the Form 10-Q or as a separate disclosure document.