UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q (Mark one) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly
period ended September 30, 2005  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  EMERGINGVISION,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  Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes
    No
    X  As of November 14, 2005, there were 70,323,698 outstanding shares of the Registrants Common Stock, par value 
$0.01 per share.   PART I - FINANCIAL INFORMATION  Item 1. Financial Statements   EMERGING VISION, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED BALANCE SHEETS
      (In Thousands, Except Share Data)September30,
    December31,2005
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    $        933
    $          880Franchise receivables, net of allowance of $50 and $114, respectively
    1,658
    1,512Other receivables, net of allowance of $2 and $47, respectively
    146
    113Current portion of franchise notes receivable, net of allowance of $133 and
      $58, respectively
    197
    379Inventories, net
    434
    396Prepaid expenses and other current assets
    364
    452Total current assets
    3,732
    3,732Property and equipment, net
    669
    487Franchise notes receivable, net of allowance of $1 and $22, respectively
    178
    295Goodwill
    1,266
    1,266Other assets
    235
    209Total assets
    $     6,080
    $      5,989LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    $        3,603
    $        4,162Payables associated with proxy contest and related litigation
    40
    92Accrual for store closings
    37
    42Related party borrowings
    42
    39Total current liabilities
    3,722
    4,335Long-term debt
    385
    385Related party borrowings
    202
    234Franchise deposits and other liabilities
    690
    659ContingenciesShareholders equity:Preferred stock, $0.01 par value per share; 5,000,000 shares authorized:
      Senior Convertible Preferred Stock, $100,000 liquidation preference
      per share; 0.74 shares issued and outstanding
    74
    74Common stock, $0.01 par value per share; 150,000,000 shares authorized;
      70,506,035 shares issued, and 70,323,698 shares outstanding
    705
    705Treasury stock, at cost, 182,337 shares
    (204)
    (204)Additional paid-in capital
    126,321
    126,213Accumulated deficit
    (125,815)
    (126,412)Total shareholders equity
    1,081
    376Total liabilities and shareholders equity
    $       6,080
    $       5,989  The accompanying notes are an integral part of these consolidated
condensed financial statements.   EMERGING VISION, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
      (UNAUDITED)
      (In Thousands, Except Per Share Data)   FortheThreeMonths
    FortheNineMonthsEndedSeptember30,
    EndedSeptember30,2005
    2004
    2005
    2004Revenues:Net sales
    $   1,797
    $   1,898
    $   5,599
    $   5,715Franchise royalties
    1,671
    1,639
    4,902
    5,040Other franchise related fees
    -
    50
    93
    149Interest on franchise notes receivable
    11
    18
    47
    61Other income
    8
    22
    182
    49Total revenues
    3,487
    3,627
    10,823
    11,014Costsandexpenses:Cost of sales
    278
    245
    785
    737Selling, general and administrative expenses
    3,248
    2,939
    9,408
    8,737Costs for proxy contest and related litigation
    -
    193
    -
    575Interest expense
    11
    21
    33
    53Total costs and expenses
    3,537
    3,398
    10,226
    10,102(Loss) income
      before provision for income taxes
    (50)
    229
    597
    912Provision for income taxes
    -
    -
    -
    -Net (loss) income
    $    (50)
    $     228
    $     597
    $     911Net (loss)
      income per share  basic and diluted:
    $  (0.00)
    $    0.00
    $    0.01
    $    0.01Weighted-averagenumberofcommonshares outstandingBasic
    70,324
    70,324
    70,324
    69,191Diluted
    113,220
    113,826
    112,016
    111,193  The accompanying notes are an integral part of these consolidated
condensed financial statements.    EMERGING VISION, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
      (UNAUDITED)
      (In Thousands)FortheNineMonthsEndedSeptember30,2005
    2004Cashflowsfromoperatingactivities:Net income
    $         597
    $         912Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:Depreciation and amortization
    187
    165Provision for doubtful accounts
    251
    149Non-cash compensation charges related to options and warrants
    108
    5Changes in operating assets and liabilities:Franchise and other receivables
    (173)
    (43)Inventories, net
    (38)
    8Prepaid expenses and other current assets
    88
    (10)Other assets
    (26)
    29Accounts payable and accrued liabilities
    (559)
    (1,103)Payables associated with proxy contest and related litigation
    (52)
    229Franchise deposits and other liabilities
    31
    (255)Accrual for store closings
    (5)
    (102)Net cash provided by (used in) operating activities
    409
    (16)Cashflowsfrominvestingactivities:Franchise notes receivable issued
    (123)
    (377)Proceeds from franchise notes receivable
    165
    272Purchases of property and equipment
    (369)
    (143)Net cash used in investing activities
    (327)
    (248)Cashflowsfromfinancingactivities:Payments on borrowings
    (29)
    (206)Proceeds from issuance of common stock upon exercise of options
      and warrants
    -
    106Net cash used in financing activities
    (29)
    (100)Netincrease(decrease)incashandcashequivalents
    53
    (364)Cashandcashequivalentsbeginningofperiod
    880
    1,383Cashandcashequivalentsendofperiod
    $     933
    $    1,019Supplementaldisclosuresofcashflowinformation:Cash paid during the period for:Interest
    $           9
    $        29Taxes
    $         13
    $         
  -   The accompanying notes are an integral part of these consolidated
condensed financial statements.    EMERGING VISION, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS EQUITY
      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
      (In Thousands, Except Share Data)SeniorConvertible
      PreferredStock
    CommonStock
    TreasuryStock,
      atcostShares
    Amount
    Shares
    Amount
    Shares
    AmountBalanceDecember31,2004(Audited)
    1
    $74
    70,506,035
    $705
    182,337
    $(204)Stock based compensation
    -
    -
    -
    -
    -
    -Net income
    -
    -
    -
    -
    -
    -BalanceSeptember30,2005(Unaudited)
    1
    $74
    70,506,035
    $705
    182,337
    $(204)Additional
      Paid-In
    Accumulated
    Total
      ShareholdersCapital
    Deficit
    (Deficit) EquityBalanceDecember31,2004(Audited)
    $126,213
    $(126,412)
    $376Stock based compensation
    108
    -
    108Net income
    -
    597
    597BalanceSeptember30,2005(Unaudited)
    $126,321
    $(125,815)
    $1,081   The accompanying notes are an integral part of this consolidated
condensed financial statement.  EMERGING VISION, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 1  BASIS OF PRESENTATION:  The accompanying Consolidated Condensed 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, 2004. There have been no changes in significant accounting
policies since December 31, 2004.  NOTE 2  SIGNIFICANT ACCOUNTING POLICIES:  Stock-Based Compensation  Beginning with stock options and warrants granted in 2004, the Company
accounted for stock-based compensation in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, which provided guidance for the recognition of
compensation expense as it related to the issuance of stock options and
warrants. In addition, the Company adopted the provisions of SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure  an
amendment of SFAS No. 123. SFAS No. 148 amended SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation provided by SFAS No.
123. As permitted by SFAS No. 148, the Company has adopted the fair value method
recommended by SFAS No. 123 to effect a change in accounting for stock-based
employee compensation. In addition, the Company intends to adopt the provisions
of SFAS No. 123R, Share-Based Payment, which revises SFAS No. 123 Accounting
for Stock-Based Compensation, to require all share-based payments to employees,
including grants of employee stock options, to be recognized based on their fair
values.  Stock-based compensation cost of approximately $36,000 and $108,000, respectively, is
reflected in net (loss) income for the three and nine months ended September 30,
2005. Stock-based compensation cost of approximately $5,000 and $5,000, respectively, is
reflected in net income for the three and nine months ended September 30, 2004.  Revenue Recognition  The Company recognizes revenues in accordance with SEC Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognition, which superceded SAB No. 101,
Revenue Recognition in Financial Statements. Accordingly, revenues are
recorded when persuasive evidence of an arrangement exists, delivery has
occurred or services have been rendered, the Companys prices to buyers are
fixed or determinable, and collectibility is reasonably assured.  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).  Continuing franchise royalties are based upon a percentage of the gross
revenues generated by each franchised location. To the extent that
collectibility of royalties is not reasonably assured, the Company recognizes
such revenue when the cash is received. Initial franchise fees, which are
non-refundable, are recognized when the related franchise agreement is signed.
Membership fees generated by VisionCare of California, Inc. (VCC), a wholly
owned subsidiary of the Company, are for optometric services provided to
individual patients (members). A portion of membership fee revenues is deferred
when billed and recognized ratably over the one-year term of the membership
agreement.  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.  Reclassification  Certain reclassifications have been made to the consolidated condensed
financial statements to conform to the current quarter presentation.  NOTE 3  PER SHARE INFORMATION:  In
accordance with SFAS No. 128, Earnings Per Share, basic earnings per common
share (Basic EPS) is computed by dividing the net (loss) income by the
weighted-average number of common shares outstanding. Diluted earnings 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 Condensed Statements of Operations. Common stock equivalents totaling
2,719,729 were excluded from the computation for the three and nine months ended
September 30, 2005, and common stock equivalents totaling 7,944,153 were
excluded from the computation for the three and nine months ended September 30,
2004, as their impact would have been anti-dilutive.  The following table sets forth the computation of basic and diluted per
share information:  FortheThreeMonthsEnded
    FortheNineMonthsEndedSeptember30,
      (Inthousands)
    September30,
      (Inthousands)2005
    2004
    2005
    2004Numerator:Net (loss) income
    $          (50)
    $          229
    $          597
    $          912Denominator:Weighted average common shares outstanding
    70,324
    70,324
    70,324
    69,191Dilutive effect of:Stock options and warrants
    42,896
    43,502
    41,692
    42,002Weighted average common shares
      outstanding, assuming dilution
    113,220
    113,826
    112,016
    111,193BasicandDilutedPerShareInformation:Net (loss) income per share
       Basic and Diluted
    $      (0.00)
    $       0.00
    $       0.01
    $       0.01   NOTE 4  CREDIT FACILITY:  On
August 19, 2005, the Company entered into a Credit Agreement (the Credit
Agreement) with Manufacturers and Traders Trust Corporation (M&T),
establishing a revolving credit facility (the Credit Facility), for aggregate
borrowings of up to $2,000,000, to be used for general working capital needs and
certain permitted acquisitions. The initial term of the Credit Facility expires
in August 2007, but may be renewed in accordance with the terms of the Credit
Agreement. The aggregate borrowings of the Company are payable in accordance
with the terms of a Grid Note, which provides, among other things, that such
borrowings accrue interest at the variable rate of LIBOR plus 2.75% per annum,
and are payable in August 2007.  In order
to secure repayment of the aggregate borrowings made under the Credit Facility, the Company entered
into Security Agreements with M&T, pursuant to which the Company granted M&T a security interest in
substantially all of its tangible and intangible assets, and VisionCare of California
(VCC), a wholly-owned subsidiary of the Company, entered into a Security Agreement with M&T,
pursuant to which VCC granted M&T a security interest in substantially all of its
tangible and intangible assets, and executed a Guaranty, pursuant to which VCC guaranteed the
performance of the Companys obligations to M&T in respect of the Credit
Facility.  As
of September 30, 2005, the Company had no outstanding borrowings under the
Credit Facility.  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. The
Court has postponed a trial on this motion.  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.
The Company has not recorded an accrual for a loss in this action, as the Company does
not believe it is probable that the Company will be held liable in respect of plaintiff's
claims.  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. The Company has not recorded an accrual for probable losses in the event
that the Company shall be held liable in respect of defendents' counterclaims, as the
Company does not believe that any such loss is reasonably possible.  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. The Company
answered the complaint in such action, and has heard nothing since. The Company
believes that it has a meritorious defense to such claim. Although the Company has recorded
an accrual for probable losses in the event that the Company shall be held liable in respect of
plaintiffs claims, the Company does not believe that any such loss is reasonably possible, or, if there is a loss,
the Company does not believe that it is reasonably possible that such loss would exceed the amount recorded.  On
May 20, 2003, Irondequoit Mall, LLC commenced an action against the Company and
Sterling Vision of Irondequoit, Inc. (SVI) 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 Company and
SVI believe that they have a meritorious defense to such action. As of the date
hereof, these proceedings were in the discovery stage. Although the Company has recorded an accrual for probable losses in
the event that the Company shall be held liable in respect of plaintiffs claims, the Company does not believe that
any such loss is reasonably possible, or, if there is a loss, the Company does
not believe that it is reasonably possible that such loss would exceed the amount recorded.  In
January 2005, the Company commenced an action against Cherello, Inc., Theodore
Cherofsky and Jimmy Choello, in the Supreme Court of the State of New York,
County of Nassau, seeking, among other things, injunctive relief and monetary
damages, in an amount not less than $100,000, as a result of the defendants
alleged breach of the terms of the Sterling Optical Center Franchise Agreement
(and related documents) with the Company to which they are parties. The
defendants then asserted counterclaims against the Company, seeking, among other
things, money damages under such Franchise Agreement, as a result of the
Companys alleged violation of such Franchise Agreements. The Company believes
that is has a meritorious defense to such claims. As of the date hereof, these
proceedings were in the discovery stage. The Company has not recorded an accrual for a loss in this action, as
the Company does not believe it is probable that the Company will be held liable in respect of defendents' counterclaims.  In
February 2005, the Company commenced an action against Abell Vision, Inc., Excel
of Beaver Dam, Inc., The Visions Group, Inc., John Bellotti and Anne Bellotti,
in the Supreme Court of the State of New York, County of Nassau, seeking, among
other things, monetary damages, in the approximate amount of $100,000, as a
result of the defendants alleged breach of the terms of the Sterling Optical
Center Franchise Agreements (and related documents) with the Company to which
they are parties. The Defendants then asserted counterclaims against the
Company, seeking, among other things, rescission of such Franchise Agreements,
and money damages thereunder, as a result of the Companys alleged violation of
such Franchise Agreements, as well as applicable franchise laws. The Company
believes that is has a meritorious defense to such claims. As of the date
hereof, these proceedings were in the discovery stage. The Company has not recorded an accrual for a loss in this action, as
the Company does not believe it is probable that the Company will be held liable in respect of defendents' counterclaims.  In
May 2005, White Flint Mall, LLP commenced an action against the Company in the
Circuit Court for Montgomery County, Maryland, in which the plaintiff, as the
landlord of the Companys former Sterling Optical store located in Bethesda,
Maryland, was seeking, among other things, damages against the Company under the
lease for such store, in the approximate amount of $80,000. In September 2005,
the Company settled this action by paying the plaintiff the aggregate sum of
$50,000, in consideration for the dismissal of the action, with prejudice, and
the giving of a general release in favor of the Company.  In
June 2005, an action was commenced against the Company and its wholly owned
subsidiary, Sterling Vision of Beaver Dam, Inc., in the Circuit Court, Dodge
County, State of Wisconsin, in which Beaver Dam Mall limited Partnership, as the
landlord of the Companys Sterling Optical Center located in Beaver Dam,
Wisconsin, is seeking, among other things, damages against the Company (and its
subsidiary), in the approximate amount of $25,000, in respect of alleged unpaid
rent payable under the lease of the premises. The Company believes that it has a
meritorious defense to such action. As of the date hereof, these proceedings
were in the discovery stage. Although the Company has recorded an accrual for probable losses in the event that the Company shall be held liable in respect of
plaintiffs claims, the Company does not believe that any such loss is reasonably possible, or, if there is a loss, the Company does
not believe that it is reasonably possible that such loss would exceed the amount recorded.  In
July 2005, an action was commenced against the Company and its wholly owned
subsidiary, Sterling Vision of Eastland, Inc., in the North Carolina General
Court of Justice, in which Charlotte Eastland Mall, LLC, as the Landlord of the
Company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, the Companys time to answer the
Complaint has not yet expired.  The Company has not recorded an accrual for a loss in this action, as
the Company does not believe it is probable that the Company will be held liable in respect of plaintiff's claims.  In August 2005, the Company
commenced an action against H&M Optical, Ltd. and Michael Ausiello, in the Supreme Court of the State of New York,
County of Nassau, seeking, among other things, monetary damages, in the approximate
amount of $110,000, as a result of the defendants' alleged breach of the terms of the Sterling Optical Center Franchise Agreement
(and related documents) with the Company to which they are parties.  The Defendants then asserted counterclaims against the Company,
seeking, among other things, money damages arising under the Franchise Agreement and Sublease with the Company, as a result of the
Company's alleged violation of such Franchise Agreement and Sublease.  The Company believes that is has a meritorious defense to such
claims.  As of the date hereof, these proceedings were in the discovery stage.  The Company has not recorded an accrual for a loss in
this action, as the Company does not believe it is probable that the Company will be held liable in respect of defendants'
counterclaims.  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.  Guarantees  As
of September 30, 2005, the Company was a guarantor of certain leases of retail
optical stores franchised and subleased to its franchisees, and, in the event
that all of such franchisees defaulted on their respective subleases, the
Company would be obligated for aggregate lease obligations of approximately
$2,920,000. 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.  Item 2.Management's Discussion and
Analysis of Financial Condition and Results of Operations  This Report contains certain forward-looking statements and information
relating to the Company that is based on the beliefs of the Companys
management, as well as assumptions made by, and information currently available
to, the Companys management. When used in this Report, the words anticipate,
believe, estimate, expect, there can be no assurance, may, could,
would, might, intends and similar expressions, as they relate to the
Company or the Companys management, are intended to identify forward-looking
statements. Such statements reflect the view of the Company at the date they are
made with respect to future events, are not guarantees of future performance and
are subject to various risks and uncertainties. These risks and uncertainties
may include, among other items: potential conflicts of interest that could occur
with certain of our directors; the retention of certain members of our
management team; our inability to control the management of our franchised
stores; the effects of new federal, state and local regulations that affect the
health care industry; insured health plan reimbursement policies and practices
with respect to our products and services; our ability to continue to enter
favorable arrangements with health care providers; increased competition from
other eyewear providers; the general consumer acceptance of refractive laser
surgery; product demand and market acceptance risks; the effect of general
economic conditions; the impact of competitive products, services and pricing;
product development, commercialization and technological difficulties; our
ability, or lack thereof, to secure additional equity or debt financing in the
future, if necessary, due to the potential lack of liquidity of our common
shares; 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 new information, or otherwise, for the occurrence of future
events.  Results of Operations  For the Three and Nine Months Ended September 30, 2005, as Compared to
the Comparable Periods in 2004  Net sales for Company-owned stores decreased by approximately $30,000, or
3.1%, to $947,000 for the three months ended September 30, 2005, as compared to
$977,000 for the comparable period in 2004, and increased by approximately
$118,000, or 4.1%, to $3,034,000 for the nine months ended September 30, 2005,
as compared to $2,916,000 for the comparable period in 2004. The increase for
the nine-month comparable periods was due to a higher average number of
Company-owned stores in operation during the same comparable periods.  As
of September 30, 2005 and 2004, there were 11 Company-owned stores (including 2
Company-owned stores being managed by franchisees). On a same store basis (for those stores
that the Company will continue to operate as Company-owned stores), comparative
net sales decreased by $103,000, or 12.1%, to $751,000for the three months
ended September 30, 2005, as compared to $854,000 for the comparable period in
2004, and decreased by $228,000 or 8.6%, to $2,435,000 for the nine months ended
September 30, 2005, as compared to $2,663,000 for the comparable period in 2004.
Management believes that this decrease 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.  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 $80,000, or 8.6%, to $846,000 for the three months ended
September 30, 2005, as compared to $926,000 for the comparable period in 2004,
and decreased by $231,000, or 8.3%, to $2,566,000 for the nine months ended
September 30, 2005, as compared to $2,797,000 for the comparable period in 2004.
These decreases were primarily due to a decrease in membership fees generated by
VCC during the three and nine months ended September 30, 2005, as compared to
the same periods in 2004.  Franchise royalties increased by $32,000, or 2.0%, to $1,671,000 for the
three months ended September 30, 2005, as compared to $1,639,000 for the
comparable period in 2004, and decreased by $138,000, or 2.7%, to $4,902,000 for
the nine months ended September 30, 2005, as compared to $5,040,000 for the
comparable period in 2004. Management believes the nine-month decrease was due
to a decline in franchise sales for the stores that were open during both of the
comparable periods and a lower average number of stores in operation during the
same comparable periods. During the three-month comparable period, franchise
sales were up slightly due to the success of the Companys audits of franchise
locations, which generated additional revenues, offset by a lower average number
of stores in operation during the same comparable periods. As of September 30,
2005, there were 150 franchised stores, as compared to 154 stores in operation
as of September 30, 2004.  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 $50,000, or 100.0%, to $0 for the three
months ended September 30, 2005, as compared to $50,000 for the comparable
period in 2004, and decreased by $56,000, or 37.6%, to $93,000 for the nine
months ended September 30, 2005, as compared to $149,000 for the comparable
period in 2004. These decreases were partly attributable to the Company entering
into none and three new franchise agreements during the three and nine months
ended September 30, 2005, respectively, as opposed to one and five new franchise
agreements during the comparable periods in 2004.  Excluding revenues generated by VCC and exam fee revenue included in net
Company-store sales, the Company's gross profit margin decreased by 4.3%, to
66.7%, for the three months ended September 30, 2005, as compared to 71.0% for
the comparable period in 2004, and decreased by 0.6%, to 70.4% for the nine
months ended September 30, 2005, as compared to 71.0% for the comparable period
in 2004. In the future, the Company's gross profit margin may fluctuate
depending upon the extent and timing of changes in the product mix in
Company-owned stores, competitive pricing, and promotional
incentives.  Selling, general and administrative expenses increased by $309,000, or
10.5%, to $3,248,000 for the three months ended September 30, 2005, as compared
to $2,939,000 for the comparable period in 2004, and increased by $671,000, or
7.7%, to $9,408,000 for the nine months ended September 30, 2005, as compared to
$8,737,000 for the comparable period in 2004. These increases were mainly due to
increases in facility and overhead charges of $133,000 and $397,000, and in
professional fees of $150,000 and $178,000, during the three and nine months
ended September 30, 2005, respectively.  Liquidity and Capital Resources  As
of September 30, 2005, the Company had working capital of $10,000 and cash on
hand of $933,000. During the nine months ended September 30, 2005, cash flows
provided by its operating activities were $409,000. This was principally due to
net income of $597,000 and non-cash items of $546,000, offset, in part, by an
increase in accounts receivable of $173,000, and a decrease in accounts payable
and accrued liabilities of $559,000.  For the nine months ended September 30, 2005, cash flows used in
investing activities were $327,000, as compared to $248,000 for the comparable
period in 2004. This was principally due to capital expenditures, offset, in
part by proceeds received on the Companys franchise notes receivable.  For the nine months ended September 30, 2005, cash flows used in
financing activities were $29,000, principally due to the repayment of the
Companys related party borrowings.  Credit Facility  On
August 19, 2005, the Company entered into a Credit Agreement (the Credit
Agreement) with Manufacturers and Traders Trust Corporation (M&T),
establishing a revolving credit facility (the Credit Facility), for aggregate
borrowings of up to $2,000,000, to be used for general working capital needs and
certain permitted acquisitions. The initial term of the Credit Facility expires
in August 2007 and any borrowings under the Credit Facility shall accrue
interest at the variable rate of LIBOR plus 2.75% per annum. As of September 30,
2005, the Company had no outstanding borrowings under the Credit Facility.  Future Contractual Obligations  Payments due under contractual obligations as of September 30, 2005 were
as follows (in thousands):  Within 1year
    1-3years
    After3years
    TotalLong-term debt and related party
    borrowings (a)
    $             42
    $           587
    $                -
    $           629Interest on long-term debt (a)
    -
    125
    -
    125Operating leases
    3,988
    4,984
    2,249
    11,2214,030
    5,696
    2,249
    11,975  (a)
    Effective April 14, 2003, in connection with certain Rescission
      Transactions consummated by the Company on December 31, 2003, the Company
      signed numerous promissory notes with certain of its shareholders, two of
      whom are also directors of the Company. The notes, which aggregate
      $520,000, bear interest at a rate of 6% per annum, and all sums (principal
      and interest) under the notes are due and payable in April 2007.   Item 3. Quantitative and Qualitative Disclosures about Market
Risk  The Company presently has outstanding certain equity instruments with
beneficial conversion terms. Accordingly, in the future, the Company 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 Companys Chief Executive Officer (CEO) and Chief Financial Officer
(CFO) 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 CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure. The Companys management has not yet completed, and is not
yet required to have completed, the assessment about the effectiveness of
internal controls over financial reporting required by Section 404 of the
Sarbanes-Oxley Act.  (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.    PART II - OTHER INFORMATION  Item 1.Legal
Proceedings  In
May 2005, White Flint Mall, LLP commenced an action against the Company in the
Circuit Court for Montgomery County, Maryland, in which the plaintiff, as the
landlord of the Companys former Sterling Optical store located in Bethesda,
Maryland, was seeking, among other things, damages against the Company under the
lease for such store, in the approximate amount of $80,000. In September 2005,
the Company settled this action by paying the plaintiff the aggregate sum of
$50,000, in consideration for the dismissal of the action, with prejudice, and
the giving of a general release in favor of the Company.  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 Companys Annual Meeting of Shareholders (the Annual Meeting) held on
August 26, 2005:  Proposal No. 1: Election of Directors  On
August 29, 2005, the Company received, from the independent inspectors, Mellon
Investor Services, Inc., the final, certified results of the voting at the
Annual Meeting, held on August 26, 2005. Having received approximately 65% of
the votes cast, Seymour G. Siegel, Alan Cohen and Harvey Ross have been
re-elected to serve as Class I directors of the Company for a term of two (2)
years expiring in 2007. Approximately 97% of the Companys outstanding shares
were voted at the meeting.  Item 5. Other Information  Not applicable.  Item 6. Exhibits  10.14
    Credit Agreement, dated August 19, 2005, between Emerging Vision,
      Inc. and Manufacturers and Traders Trust Corporation (incorporated by reference to Exhibit 10.14 to the Company's
Form 8-K filed on September 9, 2005)10.15
    Standard LIBOR Grid Note, dated August 19, 2005, between Emerging
      Vision, Inc. and Manufacturers and Traders Trust Corporation (incorporated by reference to Exhibit 10.15 to the Company's
Form 8-K filed on September 9, 2005)10.16
    Security Agreement (incorporated by reference to Exhibit 10.16 to the Company's
Form 8-K filed on September 9, 2005)10.17
    Trademark Security Agreement (incorporated by reference to Exhibit 10.17 to the Company's
Form 8-K filed on September 9, 2005)10.18
    VisionCare Guaranty (incorporated by reference to Exhibit 10.18 to the Company's
Form 8-K filed on September 9, 2005)31.1
    Certification of Chief Executive Officer pursuant to Rules
      13a-14(a) and 15d-14(a) of the Securities Exchange Act 31.2
    Certification of Chief Financial Officer pursuant to Rules
      13a-14(a) and 15d-14(a) of the Securities Exchange
  Act 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    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. PayanChristopher G. Payan Chief Executive Officer (Principal Executive Officer)   BY:
    /s/ Brian P. AlessiBrian P. AlessiChief Financial Officer(Principal Financial and Accounting Officer)    Dated: November 14, 2005