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

                                    FORM 10-Q
(Mark one)
      [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 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  May  14,  2004  there  were  69,386,260  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>
                                                                                              March 31,        December 31,
                                                                                                2004              2003
                                                                                             (Unaudited)
                                                                                            -------------      ------------
                                     ASSETS
<S>                                                                                           <C>               <C>
Current assets:
         Cash and cash equivalents                                                            $   1,333         $   1,383
         Franchise receivables, net of allowance of $872 and $844, respectively                   1,332             1,281
         Other receivables, net of allowance of $103 and $118, respectively                         253               291
         Current portion of franchise notes receivable, net of allowance of $209 and $241,
              respectively                                                                          350               449
         Inventories, net                                                                           391               392
         Prepaid expenses and other current assets                                                  330               389
                                                                                              ----------        ----------
                     Total current assets                                                         3,989             4,185
                                                                                              ----------        ----------

Property and equipment, net                                                                         491               481
Franchise notes and other receivables, net of allowance of $532 and $541, respectively              428               470
Goodwill                                                                                          1,266             1,266
Other assets                                                                                        217               237
                                                                                              ----------        ----------
                                Total assets                                                  $   6,369         $   6,639
                                                                                              ==========        ==========

                               LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
         Current portion of long-term debt                                                    $     178         $     207
         Accounts payable and accrued liabilities                                                 4,627             5,389
         Accrual for store closings                                                                  77               144
         Related party borrowings                                                                    36                35
                                                                                              ----------        ----------
                     Total current liabilities                                                    4,918             5,775
                                                                                              ----------        ----------

Long-term debt                                                                                      137               143
                                                                                              ----------        ----------
Related party borrowings                                                                            537               546
                                                                                              ----------        ----------
Franchise deposits and other liabilities                                                            898               937
                                                                                              ----------        ----------

Contingencies (Note 5)

Shareholders' deficit:
     Preferred stock, $0.01 par value per share; 5,000,000 shares authorized:
        Senior Convertible Preferred Stock, $100,000 liquidation preference
          per share; 1 share issued and outstanding                                                  74                74
     Common stock, $0.01 par value per share; 150,000,000 shares authorized;
        67,991,364 and 67,682,087 shares issued, respectively, and 67,809,027
        and 67,499,750 shares outstanding, respectively                                             680               677
     Treasury stock, at cost, 182,337 shares                                                       (204)             (204)
     Additional paid-in capital                                                                 125,999           125,987
     Accumulated deficit                                                                       (126,648)         (127,296)
                                                                                              ----------        ----------
                                  Total shareholders' deficit                                       (99)             (762)
                                                                                              ----------        ----------
                                  Total liabilities and shareholders' deficit                 $   6,369         $   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 Ended
                                                                                                   March 31,
                                                                                         -------------------------------
                                                                                              2004            2003
                                                                                         --------------- ---------------
<S>                                                                                        <C>              <C>
Revenues:
         Net sales                                                                         $ 1,987          $ 2,090
         Franchise royalties                                                                 1,686            1,601
         Other franchise related fees                                                           54              181
         Interest on franchise notes receivable                                                 17               49
         Other income                                                                           24                4
                                                                                           --------         --------
                          Total revenues                                                     3,768            3,925
                                                                                           --------         --------

Costs and expenses:
         Cost of sales                                                                         271              323
         Selling, general and administrative expenses                                        2,833            2,960
         Interest expense                                                                       16               61
                                                                                           --------         --------
                           Total costs and expenses                                          3,120            3,344
                                                                                           --------         --------

Income from continuing operations before provision for income taxes                            648              581
Provision for income taxes                                                                       -                -
                                                                                           --------         --------
Income from continuing operations                                                              648              581
                                                                                           --------         --------

Loss from discontinued operations                                                                -             (222)
                                                                                           --------         --------
Net income                                                                                 $   648          $   359
                                                                                           ========         ========

Per share information - basic and diluted (Note 3):

              Income from continuing operations                                            $  0.01          $  0.02
              Loss from discontinued operations                                                  -            (0.01)
                                                                                           --------         --------
                      Net income per share                                                 $  0.01          $  0.01
                                                                                           ========         ========

Weighted-average number of common shares outstanding:
        Basic                                                                               67,646           29,806
                                                                                           ========         ========
        Diluted                                                                             85,858           29,806
                                                                                           ========         ========
</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 Three Months Ended
                                                                                                    March 31,
                                                                                         ---------------------------------
                                                                                         ----------------- ---------------
                                                                                               2004             2003
                                                                                         ----------------- ---------------
<S>                                                                                        <C>               <C>
Cash flows from operating activities:
     Income from continuing operations                                                     $     648         $    581
        Adjustments to reconcile income from continuing operations
         to net cash used in operating activities:
            Depreciation and amortization                                                         53               75
            Provision for doubtful accounts                                                       33               13
            Amortization of debt discount                                                          -               24
        Changes in operating assets and liabilities:
                     Franchise and other receivables                                             (29)            (227)
                     Inventories                                                                   1              103
                     Prepaid expenses and other current assets                                    59                7
                     Other assets                                                                 12               31
                     Accounts payable and accrued liabilities                                   (762)            (215)
                     Franchise deposits and other liabilities                                    (39)            (235)
                     Accrual for store closings                                                  (67)            (306)
                                                                                           ----------        ---------
Net cash used in operating activities                                                            (91)            (149)
                                                                                           ----------        ---------

Cash flows from investing activities:
     Franchise notes receivable issued                                                           (24)               -
     Proceeds from franchise and other notes receivable                                          148               95
     Purchases of property and equipment                                                         (55)             (20)
                                                                                           ----------        ---------
Net cash provided by investing activities                                                         69               75
                                                                                           ----------        ---------

Cash flows from financing activities:
     Proceeds from borrowings                                                                      -              150
     Payments on borrowings                                                                      (43)            (331)
     Proceeds from issuance of common stock upon exercise of options
        and warrants                                                                              15               12
                                                                                           ----------        ---------
Net cash used in financing activities                                                            (28)            (169)
                                                                                           ----------        ---------
Net cash used in continuing operations                                                           (50)            (243)
                                                                                           ----------        ---------
Net cash used in discontinued operations                                                           -               (3)
                                                                                           ----------        ---------
Net decrease in cash and cash equivalents                                                        (50)            (246)
Cash and cash equivalents - beginning of period                                                1,383              664
                                                                                           ----------        ---------
Cash and cash equivalents - end of period                                                  $   1,333         $    418
                                                                                           ==========        =========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
        Interest                                                                           $       7         $     37
                                                                                           ==========        =========
        Taxes                                                                              $      42         $     55
                                                                                           ==========        =========
</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' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 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.....................         -           -          309,277          3
Net income.................................................         -           -                -          -
                                                               -------     -------      -----------   --------
BALANCE - MARCH 31, 2003 (Unaudited).......................         1      $   74       67,991,364    $   680
                                                               =======     =======      ===========   ========

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

<TABLE>
<CAPTION>
                     EMERGING VISION, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT - (CONTINUED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                        (In Thousands, Except Share Data)

                                                                Treasury Stock,     Additional                   Total
                                                                    at cost          Paid-In   Accumulated    Shareholders'
                                                               Shares      Amount    Capital     Deficit         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.....................          -         -           12           -            15
Net income.................................................          -         -            -         648           648
                                                               -------     -----     --------   ---------      --------
BALANCE - MARCH 31, 2004 (Unaudited).......................    182,337     $(204)    $125,999   $(126,648)     $    (99)
                                                               =======     =====     ========   =========      ========
</TABLE>

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


<PAGE>

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

NOTE 1 - BASIS OF PRESENTATION:

     The accompanying Consolidated Financial Statements of Emerging Vision, Inc.
and subsidiaries (collectively,  the "Company") have been prepared in accordance
with accounting  principles  generally accepted for interim financial  statement
presentation and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes  required by  accounting  principles  generally  accepted for complete
financial statement presentation.  In the opinion of management, all adjustments
for a fair statement of the results of operations and financial position for the
interim  periods  presented have been included.  All such  adjustments  are of a
normal  recurring  nature.   This  financial   information  should  be  read  in
conjunction  with  the  Consolidated  Financial  Statements  and  Notes  thereto
included in the Company's Annual Report on Form 10-K for the 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
provision 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.

     No stock-based  compensation  cost is reflected in net income for the three
months ended March 31, 2004 and 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 year presented:

<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                                   March 31,
                                                                                                 (In thousands)
                                                                                        ---------------------------------
                                                                                        ---------------- ----------------
                                                                                             2004             2003
                                                                                             ----             ----
<S>                                                                                       <C>              <C>
     Net income, as reported                                                              $   648          $    359
     Deduct: Stock-based compensation expense determined under
       fair value method                                                                      (23)             (794)
                                                                                          --------         ---------
     Pro forma                                                                            $   625          $   (435)
                                                                                          ========         =========

     Net income per share - basic and diluted, as reported                                $  0.01          $   0.01
                                                                                          ========         =========
     Pro forma income (loss) - basic and diluted                                          $  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  supercedes  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 realized from the
sale of Company-owned store assets to franchisees; and certain fees collected by
the Company under the terms of franchise agreements (including,  but not limited
to, initial franchise fees, transfer fees and renewal fees).

     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 confirm 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  7,715,139  and  9,062,323,   respectively,   were  excluded  from  the
computation  for the three months ended March 31, 2004 and 2003, as their impact
would have been anti-dilutive.



                                       7

<PAGE>

     The  following  table sets forth the  computation  of basic and diluted per
share information:
<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                                 (In thousands)
                                                                                        ---------------------------------
                                                                                        ---------------- ----------------
                                                                                             2004             2003
                                                                                             ----             ----
<S>                                                                                       <C>              <C>
Numerator:
     Income from continuing operations                                                    $    648         $    581
     Loss from discontinued operations                                                           -             (222)
                                                                                          ---------        ---------
          Net income                                                                      $    648         $    359
                                                                                          =========        =========

Denominator:

     Weighted-average common shares outstanding                                             67,646           29,806
     Dilutive effect of:
        Stock options and warrants                                                          18,212                -
                                                                                          ---------        ---------
     Weighted-average common shares outstanding, assuming dilution                          85,858           29,806
                                                                                          =========        =========

Basic and Diluted Per Share Information:

     Income from continuing operations                                                    $   0.01         $   0.02
     Loss from discontinued operations                                                           -            (0.01)
                                                                                          ---------        ---------
        Net income                                                                        $   0.01         $   0.01
                                                                                          =========        =========
</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 March
31,  2004,  $77,000  remained  accrued for store  closings  on the  accompanying
Consolidated  Balance Sheet for the final store closure. The Company closed this
store during the first  quarter of 2004.  No  additional  provision was provided
during the three months ended March 31, 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 mid 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.

                                       8
<PAGE>

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

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

     In May 2002, a class action was commenced in the California Superior Court,
Los Angeles  County,  against the Company and  VisionCare  of  California,  Inc.
("VCC"),  a wholly owned  subsidiary of the Company,  by Consumer  Cause,  Inc.,
seeking a preliminary  and permanent  injunction  enjoining the defendants  from
their  continued  alleged  violation of the California  Business and Professions
Code (the "California Code"), and restitution based upon the defendants' alleged
illegal  charging  of  dilation  fees  during the four year  period  immediately
preceding  the  date of the  plaintiff's  commencement  of such  action.  In its
complaint, the plaintiff alleged that VCC's employment of licensed optometrists,
as well as its  operation  (under the name  Sterling  VisionCare)  of optometric
offices in locations which are usually situated adjacent to the Company's retail
optical stores located in the State of California,  violated certain  provisions
of the California Code and was seeking to permanently enjoin VCC from continuing
to operate in such manner.  In November 2002,  the  plaintiffs  filed an amended
complaint removing VCC as a defendant in this action. In January 2003, on motion
of the Company,  the Court dismissed this action,  with  prejudice,  and without
liability to the Company.  In April 2003, the plaintiff filed a Notice of Appeal
of the decision of the lower court  dismissing this action.  In August 2003, the
Company filed its reply brief, as  supplemental  on two occasions,  opposing the
plaintiff's  appeal. In April, the Court of Appeals  affirmed,  in all respects,
the lower court's dismissal of this action.

     In October 2002, an action was commenced against the Company and its wholly
owned subsidiary, Sterling Vision of Eastland, Inc. (the "Tenant"), in the North
Carolina General Court of Justice, in which Charlotte Eastland Mall, LLC, as the
Landlord of the Tenant's  former  Sterling  Optical Center located in Charlotte,
North Carolina, is seeking,  among other things, damages against the Company, in
the approximate  amount of $81,000,  under its Limited  Guaranty of the Tenant's
obligations under the Lease for such Center.  The Company believes that it has a
meritorious  defense to such action.  As of the date hereof,  these  proceedings
were in the discovery stage.  However, in April 2004, the Company filed a motion
for summary  judgment in this action.  A decision with respect to such motion is
currently pending.

     In November 2002, ADD of North Dakota, ADD of Jamestown,  Inc., each former
franchisees  of the Company,  and Aron  Dinesen,  their  principal  shareholder,
commenced an action against the Company,  in the United States  District  Court,
District of North Dakota,  Southeastern Division,  alleging, among other things,
that  the  Company  breached  certain  of its  obligations  under  each of their
respective  Franchise  Agreements.  In response thereto,  the defendant asserted
counterclaims  based upon the  defendants  alleged breach of each such franchise
agreement and of certain of the other  agreements  executed by the defendants in
connection therewith.  The Company believes that it has a meritorious defense to
plaintiffs' claims in such action. As of the date hereof, these proceedings were
in the discovery stage.  However,  in April 2004, the Company filed a motion for
summary judgment, which motion is currently pending.

     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, is seeking, among other things,
damages against the Company,  in the approximate  amount of $200,000,  under the
lease for such  store.  In May  2004,  the  Company  reached  a  settlement,  in
principal,  of this action, which currently  contemplates that the Company would
pay DDRD the aggregate sum of $120,000 in consideration  for DDRD's dismissal of
the action, with prejudice,  and the exchange of mutual general releases.  There
can  be  no  assurance,  however,  that  such  a  settlement  will  actually  be
consummated.

     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
believes that it has a meritorious defense to such action. The Company's time to
answer the plaintiff's complaint has not yet expired.

     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. The Company's time to answer plaintiff's  complaint has not yet expired.
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 not yet expired.

     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 closings as
of March 31, 2004.

     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 March 31, 2004.

                                       10
<PAGE>

Guarantees

     As of March 31,  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
$4,112,000.  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.









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

Results of Operations

For the Three Months Ended March 31, 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
$103,000,  or 4.9%, to $1,987,000  for the three months ended March 31, 2004, as
compared to  $2,090,000  for the  comparable  period in 2003.  This decrease was
primarily due to a decrease in Company-owned  store sales due to a lower average
number in operation during the same comparable  periods,  offset, in part, by an
increase in membership fees generated by VCC during the three months ended March
31, 2004, as compared to the same period in 2003.

     As of March 31, 2004, there were 168 stores in operation,  consisting of 11
Company-owned   stores  (including  3  Company-owned  stores  being  managed  by
franchisees) and 157 franchised  stores,  as compared to 178 stores in operation
as of March  31,  2003,  consisting  of 18  Company-owned  stores  (including  7
Company-owned stores being managed by franchisees) and 160 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 $65,000, or 6.4%,
to $961,000 for the three months ended March 31, 2004, as compared to $1,026,000
for the comparable period in 2003. The Company increased advertising  promotions
in such  stores,  which led to a decrease  in total  sales  while not  affecting
profitability.

     Franchise  royalties  increased by $85,000,  or 5.3%, to $1,686,000 for the
three months ended March 31, 2004, as compared to $1,601,000  for the comparable
period in 2003.  This  increase was  primarily a result of a slight  increase in
franchise  sales for the stores  that were open  during  both of the  comparable
periods.

     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 $127,000, or 70.2%, to $54,000 for the three
months ended March 31, 2004, as compared to $181,000 for the  comparable  period
in 2003.  This decrease was a direct  result of the Company  entering into seven
new franchise  agreements  for the three months ended March 31, 2003 compared to
two for the comparable period in 2004.

                                       12
<PAGE>

     Interest on franchise notes receivable  decreased by $32,000,  or 65.3%, to
$17,000 for the three months  ended March 31,  2004,  as compared to $49,000 for
the  comparable  period in 2003.  This  decrease was  primarily  due to numerous
franchise  notes maturing during the past 12 months with only one new note being
generated during the three-month period ended March 31, 2004.

     Excluding  revenues  generated by the  Company's  wholly-owned  subsidiary,
VisionCare of California,  Inc., the Company's gross profit margin  increased by
2.7%, to 74.2%,  for the three months ended March 31, 2004, as compared to 71.5%
for the comparable period in 2003. This increase was mainly a result of improved
inventory  management and control,  improved purchasing at lower average product
costs, and improved discounts obtained from certain of the Company's vendors. In
the future,  the Company's gross profit margin may fluctuate  depending upon the
extent  and  timing of  changes  in the  product  mix in  Company-owned  stores,
competitive pricing, and promotional incentives.

     Selling,  general and  administrative  expenses  decreased by $127,000,  or
4.3%,  to  $2,833,000  for the three months ended March 31, 2004, as compared to
$2,960,000 for the comparable period in 2003. This decrease was primarily due to
management's continuing plan to reduce administrative  expenses, where necessary
and feasible,  and to close non-profitable  Company-owned stores.  Included were
decreases  to salaries  and related  expenses of  $163,000,  offset,  in part by
increases in professional  fees of $40,000 and facility and overhead  charges of
$19,000.

     Interest  expense  decreased by $45,000,  to $16,000,  for the three months
ended March 31, 2004, as compared to $61,000 for the comparable  period in 2003.
This decrease was primarily due to the  amortization of the discount  associated
with certain financing, during the entire three months ended March 31, 2003.

Liquidity and Capital Resources

     As of March 31, 2004, the Company had negative  working capital of $929,000
and cash on hand of  $1,333,000.  During the three  months ended March 31, 2004,
the Company's used $91,000 of cash in its operating activities. This usage was a
result of a decrease in accounts  payable and accrued  liabilities  of $762,000,
offset, in part, by income from continuing operations of $648,000.

     For the three months ended March 31, 2004, cash flows provided by investing
activities  were $69,000,  as compared to $75,000 for the  comparable  period in
2003. This was principally due to proceeds  received on the Company's  franchise
notes receivable, offset, in part, by limited capital expenditures.

     For the three  months  ended March 31,  2004,  cash flows used in financing
activities were $28,000,  principally due to the repayment of the Company's debt
and related party borrowings.

     The Company  plans to  continue  to improve  its cash flows  during 2004 by
improving store  profitability  through  increased  monitoring of store-by-store
operations,  continuing  to  implement  reductions  of  administrative  overhead
expenses where necessary and feasible,  actively supporting development programs
for  franchisees,  and 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 through the second quarter of 2005. 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 one of its key  employees,
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 years ending
December 31, 2004 and 2005 is approximately $282,000 and $33,000, respectively.

                                       13
<PAGE>

     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>
           April 1, 2004 - March 31, 2005       $     5,375          $     4,821         $       554
           April 1, 2005 - March 31, 2006             3,409                2,879                 530
           April 1, 2006 - March 31, 2007             2,421                2,056                 365
           April 1, 2007 - March 31, 2008             1,794                1,619                 175
           April 1, 2008 - March 31, 2009             1,334                1,184                 150
                     Thereafter                       2,892                2,597                 295
                                                -----------          -----------         -----------
                                                $    17,225          $    15,156         $     2,069
                                                ===========          ===========         ===========
</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 Co-Chief  Operating  Officers  (each of whom are Principal  Executive
Officers,  and one of whom is also the Company's Chief  Financial  Officer) have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or submits  under the Exchange Act is recorded,  processed,  summarized
and  reported  within the time  periods  specified  in  Securities  and Exchange
Commission  rules and forms,  and include  controls and  procedures  designed to
ensure that information  required to be disclosed by the Company in such reports
is  accumulated  and  communicated  to the Company's  management,  including the
Co-Chief Operating Officers,  as appropriate to allow timely decisions regarding
required disclosure.

b)       Changes in Internal Controls

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




                                       14
<PAGE>

                           PART II - OTHER INFORMATION


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

     In April 2004, the Company made its final payment under the settlement with
Preit-Rubin and the action was dismissed with prejudice.

     In April, the Court of Appeals affirmed, in all respects, the lower court's
dismissal of Consumer Cause, Inc.'s action against the Company.

     In April 2004, the Company made its final payment under the settlement with
Wells Fargo and the action was dismissed with prejudice.

     In April 2004,  General  Electric  Capital  Corporation's  ("GECC")  action
against the Company was  settled,  the terms of which  provide  that the Company
will pay to GECC the  aggregate  sum of  $85,000,  in  consideration  for GECC's
dismissal of the action,  with  prejudice,  and the  exchange of mutual  general
releases.

     In May 2004, the Company reached a settlement,  in principal, of Developers
Diversified Realty Corporation's  ("DDRC") action, which currently  contemplates
that the Company would pay DDRD the  aggregate sum of $120,000 in  consideration
for DDRD's dismissal of the action,  with prejudice,  and the exchange of mutual
general  releases.  There can be no assurance,  however,  that such a settlement
will actually be consummated.

     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
believes that it has a meritorious defense to such action. The Company's time to
answer the plaintiff's complaint has not yet expired.

     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. The Company's time to answer plaintiff's  complaint has not yet expired.
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 not yet expired.

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.


                                       15
<PAGE>

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

A.    Exhibits

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

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

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

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

B.    Reports on Form 8-K

     On February 17, 2004,  the Company filed a Report on Form 8-K regarding the
issuance of a press release,  on February 16, 2004,  regarding the rescission of
units and warrants in connection with the Company's Rights Offering.

     On April 6, 2004,  the  Company  filed a Report on Form 8-K  regarding  the
issuance of a press  release,  on April 6, 2004,  correcting  the press  release
issued on February  16, 2004 and that it would not be  restating  its  quarterly
financials.






                                       16
<PAGE>


                                   SIGNATURES


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


                                  EMERGING VISION, INC.
                                  (Registrant)



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


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



                                  Dated: May 17, 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  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and 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  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

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

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


Date:  May 17, 2004


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




<PAGE>


                                                                    Exhibit 31.2

I, Myles S. Lewis, certify that:

     1. I have reviewed this 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  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and 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  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

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

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


Date:  May 17, 2004


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




<PAGE>


                                                                    Exhibit 31.3

I, Samuel Z. Herskowitz, certify that:

     1. I have reviewed this 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  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and 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  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent function):

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

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


Date:  May 17, 2004


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



<PAGE>

                                                                    Exhibit 32.1


  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL 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  March 31,  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:  May 17, 2004

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


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


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