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 June 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 August 13,  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>
                                                                                              June 30,         December 31,
                                                                                                2004              2003
                                                                                            (Unaudited)
                                                                                            -----------        ------------
                                              ASSETS
<S>                                                                                          <C>                <C>
Current assets:
         Cash and cash equivalents                                                           $  1,091           $  1,383
         Franchise receivables, net of allowance of $808 and $844, respectively                 1,589              1,281
         Other receivables, net of allowance of $73 and $118, respectively                        112                291
         Current portion of franchise notes receivable, net of allowance of $234
            and $241, respectively                                                                357                449
         Inventories, net                                                                         375                392
         Prepaid expenses and other current assets                                                326                389
                                                                                             ---------          ---------
                     Total current assets                                                       3,850              4,185
                                                                                             ---------          ---------

Property and equipment, net                                                                       475                481
Franchise notes and other receivables, net of allowance of $520 and $541, respectively            451                470
Goodwill                                                                                        1,266              1,266
Other assets                                                                                      217                237
                                                                                             ---------          ---------
                     Total assets                                                            $  6,259           $  6,639
                                                                                             =========          =========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
         Current portion of long-term debt                                                   $     63           $    207
         Accounts payable and accrued liabilities                                               4,400              5,389
         Payables associated with proxy contest and related litigation                            332                  -
         Accrual for store closings                                                                72                144
         Related party borrowings                                                                  37                 35
                                                                                             ---------          ---------
                     Total current liabilities                                                  4,904              5,775
                                                                                             ---------          ---------

Long-term debt                                                                                    112                143
                                                                                             ---------          ---------
Related party borrowings                                                                          527                546
                                                                                             ---------          ---------
Franchise deposits and other liabilities                                                          689                937
                                                                                             ---------          ---------
Contingencies

Shareholders' equity (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;
         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                                                               126,065            125,987
     Accumulated deficit                                                                     (126,613)          (127,296)
                     Total shareholders' equity (deficit)                                          27               (762)
                                                                                             ---------          ---------
                     Total liabilities and shareholders' equity (deficit)                    $  6,259           $  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 Six Months
                                                                         Ended June 30,                Ended June 30,
                                                                       2004          2003            2004          2003
                                                                  ---------------------------    ------------------------
<S>                                                                  <C>            <C>            <C>           <C>
  Revenues:
       Net sales                                                     $ 1,830        $ 1,844        $ 3,817       $ 3,934
       Franchise royalties                                             1,715          1,596          3,401         3,197
       Other franchise related fees                                       45             25             99           206
       Interest on franchise notes receivable                             26             44             43            93
       Other income                                                        3             32             27            36
                                                                     --------       --------       --------      --------
            Total revenues                                             3,619          3,541          7,387         7,466
                                                                     --------       --------       --------      --------

  Costs and expenses:
       Cost of sales                                                     221            145            492           468
       Selling, general and administrative expenses                    2,965          2,789          5,798         5,749
       Costs for proxy contest and related litigation                    382              -            382             -
       Interest expense                                                   16             96             32           157
                                                                     --------       --------       --------      --------
            Total costs and expenses                                   3,584          3,030          6,704         6,374
                                                                     --------       --------       --------      --------

  Income from continuing operations before provision for
     income taxes                                                         35            511            683         1,092
  Provision for income taxes                                               -              -              -             -
                                                                     --------       --------       --------      --------
  Income from continuing operations                                       35            511            683         1,092
                                                                     --------       --------       --------      --------

  Income (loss) from discontinued operations                               -              2              -          (220)
                                                                     --------       --------       --------      --------
  Net income                                                         $    35        $   513        $   683       $   872
                                                                     ========       ========       ========      ========

  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                                                        69,591         72,668         68,618        51,238
                                                                     ========       ========       ========      ========
         Diluted                                                     109,236         79,161        109,716        56,141
                                                                     ========       ========       ========      ========
</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 Six Months Ended June 30,
                                                                                          ----------------- ---------------
                                                                                               2004              2003
                                                                                          ----------------- ---------------
<S>                                                                                          <C>              <C>
Cash flows from operating activities:
     Income from continuing operations                                                       $   683          $  1,092
        Adjustments to reconcile income from continuing operations
         to net cash used in operating activities:
            Depreciation and amortization                                                        115               155
            Provision for doubtful accounts                                                       83                35
            Gain on settlement of debt                                                           (27)                -
            Amortization of debt discount                                                          -               103
        Changes in operating assets and liabilities:
                     Franchise and other receivables                                             (46)             (189)
                     Inventories                                                                  17                77
                     Prepaid expenses and other current assets                                    63                56
                     Other assets                                                                 20                36
                     Accounts payable and accrued liabilities                                   (989)             (663)
                     Costs associated with proxy contest and related litigation                  332                 -
                     Franchise deposits and other liabilities                                   (248)             (434)
                     Accrual for store closings                                                  (72)             (611)
                                                                                             --------         ---------
Net cash used in operating activities                                                            (69)             (343)
                                                                                             --------         ---------

Cash flows from investing activities:
     Franchise notes receivable issued                                                          (260)              (10)
     Proceeds from franchise and other notes receivable                                          205               184
     Purchases of property and equipment                                                        (109)              (31)
                                                                                             --------         ---------
Net cash (used in) provided by investing activities                                             (164)              143
                                                                                             --------         ---------
Cash flows from financing activities:
     Proceeds from borrowings                                                                      -               249
     Payments on borrowings                                                                     (165)           (1,360)
     Proceeds from issuance of common stock upon exercise of options and warrants                106                12
     Net proceeds from Rights Offering                                                             -             1,859
                                                                                             --------         ---------
Net cash (used in) provided by financing activities                                              (59)              760
                                                                                             --------         ---------
Net cash (used in) provided by continuing operations                                            (292)              560
                                                                                             --------         ---------
Net cash used in discontinued operations                                                           -               (16)
                                                                                             --------         ---------
Net (decrease) increase in cash and cash equivalents                                            (292)              544
Cash and cash equivalents - beginning of period                                                1,383               664
                                                                                             --------         ---------
Cash and cash equivalents - end of period                                                    $ 1,091          $  1,208
                                                                                             ========         =========

Supplemental disclosures of cash flow information: Cash paid during the period
     for:
        Interest                                                                             $    15          $     54
                                                                                             ========         =========
        Taxes                                                                                $    40          $     61
                                                                                             ========         =========
</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 (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 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.....................         -           -        1,986,510         20
Exercise of warrants issued to Balfour & Goldin............         -           -          837,438          8
Net income.................................................         -           -                -          -
                                                               -------     -------      -----------   --------
BALANCE - JUNE 30, 2004 (Unaudited)./......................         1      $   74       70,506,035    $   705
                                                               =======     =======      ===========   ========

</TABLE>

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

                                                                Treasury Stock,     Additional                   Total
                                                                    at cost          Paid-In   Accumulated    Shareholders'
                                                               Shares      Amount    Capital     Deficit    Equity (Deficit)
                                                               -------      -----     --------   ---------  ----------------
<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           -            98
Exercise of warrants issued to Balfour & Goldin............          -         -            -           -             8
Net income.................................................          -         -            -         683           683
                                                               -------     -----     --------   ---------      --------
BALANCE - JUNE 30, 2004 (Unaudited)........................    182,337     $(204)    $126,065   $(126,613)     $     27
                                                               =======     =====     ========   =========      ========
</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.

     No stock-based  compensation  cost is reflected in net income for the three
and six months ended June 30,  2004,  as there was no  stock-based  compensation
issued during these  periods.  Stock-based  compensation  cost of  approximately
$1,000 is  reflected  in net income for the three and six months  ended June 30,
2003 as a result of the grant, on May 30, 2003, of an aggregate of 700,000 stock
options to certain of the Company's then directors and executive  officers.  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                Six Months Ended
                                                                 June 30,                         June 30,
                                                              (In thousands)                   (In thousands)
                                                    ---------------- ---------------  --------------- ----------------
                                                          2004             2003            2004            2003
                                                    ---------------- ---------------  --------------- ----------------
<S>                                                     <C>              <C>             <C>             <C>
    Net income - as reported                            $    35          $   513         $   683         $   872
    Deduct: Stock-based compensation expense
       determined under fair value method                   (18)             (61)            (41)           (855)
                                                        --------         --------        --------        --------
    Pro forma net income                                $    17          $   452         $   642         $    17
                                                        ========         ========        ========        ========

    Earnings 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         $  0.00
                                                        ========         ========        ========        ========
</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  7,874,153  were excluded from the  calculation  of Diluted EPS for the
three and six months  ended June 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 six months ended June 30, 2004,  and,  therefore,  their
inclusion  would have been  anti-dilutive.  Common  stock  equivalents  totaling
9,167,843 were excluded from the  calculation for the three and six months ended
June 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 Six Months Ended
                                                                  June 30,                         June 30,
                                                               (In thousands)                   (In thousands)
                                                      ---------------- ---------------- --------------- ----------------
                                                           2004             2003             2004            2003
                                                           ----             ----             ----            ----
<S>                                                     <C>              <C>             <C>              <C>
Numerator:
     Income from continuing operations                  $    35          $   511         $   683          $  1,092
     Income (loss) from discontinued operations               -                2               -              (220)
                                                        --------         --------        --------         ---------
         Net income                                     $    35          $   513         $   683          $    872
                                                        ========         ========        ========         =========

Denominator:
     Weighted average common shares outstanding          69,591           72,668          68,618            51,238
     Dilutive effect of:
       Stock options and warrants                        39,645               36          41,098                28
       Warrants issued in connection with Rights
          Offering                                            -            6,457               -             4,875
                                                        --------         --------        --------         ---------
     Weighted average common shares
       outstanding, assuming dilution                   109,236           79,161         109,716            56,141
                                                        ========         ========        ========         =========

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 - SHAREHOLDERS' EQUITY:

     On December 31, 2003,  558,292 of the warrants issued to Goldin Associates,
L.L.C.  ("Goldin")  vested as the Company  achieved certain earnings targets for
the year ended  December 31, 2003.  On May 20, 2004,  Goldin  exercised all such
warrants.

     On December 31, 2003,  279,146 of the warrants issued to Balfour  Investors
Incorporated ("Balfour") vested as the Company achieved certain earnings targets
for the year ended  December 31, 2003.  On May 20, 2004,  Balfour  exercised all
such warrants.

     On various  dates prior to April 14,  2004,  holders of warrants  issued in
connection with the Company's Rights Offering exercised 1,886,510 warrants at an
exercise price of $0.05.

     On May 20, 2004, the Company's Chief Executive  Officer  exercised  100,000
stock options previously granted to him.


NOTE 5 - 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 June 30,
2004,   $72,000   remained  accrued  for  store  closings  on  the  accompanying
Consolidated  Balance  Sheet.  No additional  provision was provided  during the
three or six months ended June 30, 2004.

                                       8
<PAGE>
NOTE 6 - 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
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 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.  In June  2004,  the  plaintiff
withdrew this action without prejudice.

     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.

                                       9
<PAGE>

     In  October  2003,  Developers   Diversified  Realty  Corporation  ("DDRC")
commenced an action against the Company,  in the District Court of the County of
Wapello,  State of Iowa, in which DDRC, as the Landlord of the Company's  former
Sterling  Optical  store  located in Ottumwa,  Iowa,  was  seeking,  among other
things,  damages  against the Company,  in the  approximate  amount of $200,000,
under the lease for such  store.  In May 2004,  this  action was settled for the
aggregate sum of $120,000 in  consideration  for DDRC's dismissal of the action,
with prejudice, and the exchange of mutual general releases.

     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, and against the Company
under its guaranty of such lease,  in the  approximate  amount of $229,000.  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 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, is seeking, among other things, damages under the
Company's  lease  for the  store  in the  approximate  amount  of  $59,000.  The
Company's time to answer the  plaintiff's  complaint has expired,  and plaintiff
has moved to enter a default judgement against the Company. The Company believes
that it has a meritorious defense to such motion.

     In April 2004,  Jean Sundstrom,  a franchisee of the Company,  commenced an
action,  in the Wisconsin  Circuit Court,  Winebago County,  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 believes that it has a meritorious defense to plaintiffs' claims in such
action.  As of the date  hereof,  this  action was in the  discovery  stage.  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. The plaintiff's (as defendant in such
New York action) time to respond to the  Company's  action has expired,  and the
Company  has  moved  to enter a  default  judgment  against  the  plaintiff  (as
defendant).

     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 actions as part of accounts payable and
accrued liabilities, and the accrual for store closures as of June 30, 2004.


Guarantees

     As of June 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

                                       10
<PAGE>

     would  be  obligated  for  aggregate  lease  obligations  of  approximately
$3,851,000.  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 7 - THE PROXY CONTEST AND RELATED LITIGATION

     In May 2004,  Benito R. Fernandez,  a former  director of the Company,  and
Horizon  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.

     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  months  ended  June  30,  2004,  the  Company  incurred
approximately  $382,000 of costs  associated  with the proxy contest and related
litigation,  of which, as of June 30, 2004,  approximately $332,000 remained due
and is included in payables associated with proxy contest and related litigation
on the  accompanying  Consolidated  Balance Sheet.  Subsequent to June 30, 2004,
approximately  $105,000 of additional costs in connection with the proxy contest
were incurred by the Company.

                                       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 state, local and federal  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 Six Months Ended June 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,  decreased  by  approximately
$14,000,  or 0.8%,  to  $1,830,000  for the three months ended June 30, 2004, as
compared to  $1,844,000  for the  comparable  period in 2003,  and  decreased by
approximately $117,000, or 3.0%, to $3,817,000 for the six months ended June 30,
2004,  as  compared  to  $3,934,000  for the  comparable  period in 2003.  These
decreases were primarily due to a decrease in Company-owned store sales due to a
lower average number in operation during the three and six months ended June 30,
2004, offset, in part, by an increase in membership fees generated by VCC during
the same comparable period.

     As of June 30, 2004,  there were 168 stores in operation,  consisting of 10
Company-owned   stores  (including  2  Company-owned  stores  being  managed  by
franchisees) and 158 franchised  stores,  as compared to 171 stores in operation
as of  June  30,  2003,  consisting  of 13  Company-owned  stores  (including  6
Company-owned stores being managed by franchisees) and 158 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 $84,000, or 9.0%,
to $849,000 for the three  months  ended June 30, 2004,  as compared to $933,000
for the  comparable  period in 2003,  and  decreased  by $149,000,  or 7.6%,  to
$1,810,000 for the six months ended June 30, 2004, as compared to $1,959,000 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 $119,000,  or 7.5%, to $1,715,000 for the
three months ended June 30, 2004, as compared to $1,596,000  for the  comparable
period in 2003,  and increased by $204,000,  or 6.4%, to $3,401,000  for the six
months ended June 30, 2004, as compared to $3,197,000 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) increased by $20,000,  or 80.0%, to $45,000 for the three
months ended June 30, 2004, as compared to $25,000 for the comparable  period in
2003, and decreased by $107,000,  or 51.9%,  to $99,000 for the six months ended
June 30, 2004, as compared to $206,000 for the  comparable  period in 2003.  The
decrease for the six months ended June 30, 2004 was directly attributable to the
Company entering into ten new franchise  agreements  during the six months ended
June 30,  2003,  as  opposed  to  three  new  franchise  agreements  during  the
comparable period in 2004.

     Interest on franchise notes receivable  decreased by $18,000,  or 40.9%, to
$26,000 for the three months ended June 30, 2004, as compared to $44,000 for the
comparable period in 2003, and decreased  $50,000,  or 53.8%, to $43,000 for the
six months ended June 30, 2004, as compared to $93,000 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 four new  notes,  respectively,
being generated during the three and six-month periods ended June 30, 2004.

     Excluding  revenues  generated by the  Company's  wholly-owned  subsidiary,
VisionCare of California,  Inc., the Company's gross profit margin  decreased by
7.8%,  to 75.4%,  for the three months ended June 30, 2004, as compared to 83.2%
for the  comparable  period in 2003, and decreased by 2.0%, to 74.7% for the six
months ended June 30, 2004,  as compared to 76.7% for the  comparable  period in
2003. These decreases were mainly a result of the Company  settling  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 six months
ended June 30,  2003.  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 $176,000,  or
6.3%,  to  $2,965,000  for the three months ended June 30, 2004,  as compared to
$2,789,000 for the comparable period in 2003, and increased by $49,000, or 0.9%,
to $5,798,000  for the six months ended June 30, 2004, as compared to $5,749,000
for the comparable  period in 2003.  This was primarily a result of increases in
salaries  and related  expenses  of  $177,000  and $40,000 for the three and six
months ended June 30, 2004, respectively.

     Interest  expense  decreased by $80,000,  to $16,000,  for the three months
ended June 30, 2004, as compared to $96,000 for the  comparable  period in 2003,
and decreased by $125,000,  to $32,000,  for the six months ended June 30, 2004,
as compared to $157,000 for the comparable  period in 2003. These decreases were
primarily  due to the  amortization  of the  discount  associated  with  certain
financing during the three and six months ended June 30, 2003.


Liquidity and Capital Resources

     As of June 30, 2004, the Company had negative working capital of $1,054,000
and had cash on hand of  $1,091,000.  During the six months ended June 30, 2004,
the Company used $69,000 of cash in its operating  activities.  This usage was a
primarily a result of a decrease in accounts payable and accrued  liabilities of
$989,000,  offset, in part, by income from continuing operations of $683,000 and
the $332,000  increase in costs  associated  with the proxy  contest and related
litigation which the Company anticipates paying in the ensuing quarter.

     For the six months  ended  June 30,  2004,  cash  flows  used in  investing
activities  were  $164,000,  principally  due to  capital  expenditures  and the
issuance of four franchise  promissory notes, offset by proceeds received on the
Company's franchise notes receivable.

     For the six months  ended  June 30,  2004,  cash  flows  used in  financing
activities were $59,000,  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 seek to increase  its cash flows during 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
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.

                                       13
<PAGE>
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 year ending
December 31, 2004 is  approximately  $282,000 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>
            July 1, 2004 - June 30, 2005        $     4,665          $     4,311         $       354
            July 1, 2005 - June 30, 2006              3,258                2,966                 292
            July 1, 2006 - June 30, 2007              2,208                1,983                 225
            July 1, 2007 - June 30, 2008              1,696                1,521                 175
            July 1, 2008 - June 30, 2009              2,328                2,095                 233
                     Thereafter                       1,600                1,443                 157
                                                -----------          -----------         -----------
                                                $    15,755          $    14,319         $     1,436
                                                ===========          ===========         ===========
</TABLE>

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.

                                       14
<PAGE>

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 June 2004,  Charlotte Eastland Mall, LLC withdrew its action against the
Company without prejudice.

     In August 2004, the United States District Court, District of North Dakota,
Southeastern Division,  granted the Company's motion for summary judgment on its
counterclaims  against ADD of North Dakota, ADD of Jamestown,  Inc., each former
franchisees  of the  Company,  and Aron  Dinesen,  their  principal  shareholder
(collectively,  the  "Plaintiff")  and for dismissal of the  Plaintiff's  claims
against the Company. The Company currently is seeking to enforce the judgment.

     In May 2004,  Developers  Diversified Realty Corporation's  ("DDRC") action
against  the  Company  was  settled  for  the   aggregate  sum  of  $120,000  in
consideration  for DDRC's  dismissal  of the  action,  with  prejudice,  and the
exchange of mutual general releases.


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
        ---------------------------------------------------

     The following  proposal was submitted to the  shareholders  for approval at
the  Annual  Meeting of  Shareholders  held on July 14,  2004 at the  offices of
Greenberg Traurig, LLP, special outside legal counsel to the Company:

     Proposal No. 1: Election of Directors

     The Board  nominated six (6) directors for election at the Annual  Meeting,
including two non-incumbent  nominees (Messrs.  Harvey Ross and Seymour Siegel),
as follows:

     o Dr. Alan  Cohen,  Mr.  Harvey Ross and Mr.  Seymour G. Siegel to serve as
Class I directors  until the 2005 annual meeting of  shareholders or until their
respective  successors  have been duly  elected  and  qualified  or until  their
earlier resignation, removal or death, and

     o Dr. Robert Cohen, Mr. Joel L. Gold and Mr.  Christopher G. Payan to serve
as Class II directors  until the 2006 annual  meeting of  shareholders  or until
their respective  successors have been duly elected and qualified or until their
earlier resignation, removal or death.

     The following directors were elected by the votes indicated:

                            For                      Withheld
                            ---                      --------
Class I
-------
Dr. Alan Cohen              35,988,056               63,801
Harvey Ross                 36,013,776               38,081
Seymour G. Siegel           36,013,776               38,081

Class II
--------
Dr. Robert Cohen            35,998,056               53,801
Joel L. Gold                36,013,776               38,081
Christopher G. Payan        36,012,775               39,081

                                       16
<PAGE>

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

     On June 16,  2004,  the Company  filed a Report on Form 8-K  regarding  the
appointment of Christopher  G. Payan as Chief  Executive  Officer and that Brian
Alessi succeeded Christopher G. Payan as Chief Financial Officer.  Additionally,
the Form 8-K  reported  that the  Company  amended  and  restated  its  By-Laws,
regarding  the  manner  in  which  shareholder  proposals  and  nominations  for
directors are made.

     On July 20,  2004,  the  Company  filed a Report on Form 8-K to report  the
preliminary voting results provided by the Company's  independent  inspectors of
election  and  that  56.6%  of the  votes  cast at the 2004  Annual  Meeting  of
Shareholders for the contested  election of Company  directors were cast for the
Company's nominees.

     On July 30, 2004,  the Company  filed a Report on Form 8-K  announcing  the
certified  voting  results  of  the  independent  inspectors  of  election,  IVS
Associates,  Inc.,  and that  approximately  56.6% of the votes cast at the 2004
Annual Meeting of Shareholders for the contested  election of Company  directors
were cast for the Company's nominees.













                                       17
<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: August 16, 2004






                                       18
<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: August 16, 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: August 16, 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  June 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:  August 16, 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.