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

                                   FORM 10-K/A
                                 Amendment No. 1

 X  Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the Year ended December 31, 1999.

--- Transition Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    Commission File Number: 1-14128

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

          New York                                       11-3096941
   (State of Incorporation)                 (IRS Employer Identification Number)

                             1500 Hempstead Turnpike
                              East Meadow, NY 11554
                        Telephone Number: (516) 390-2100
                        (Address and Telephone Number of
                          Principal Executive Offices)
                         ------------------------------

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

               TITLE                                        EXCHANGE
               -----                                        --------
Common Stock, par value $.01 per share            Nasdaq National Market System

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

       The aggregate market value of the Registrant's Common Stock, par value
$.01 per share (the "Common Stock") held by nonaffiliates of the Registrant as
of March 10, 2000, (based upon the closing price of $10.4375 per share as quoted
on the Nasdaq National Market System) was approximately $186,101,500. For
purposes of this computation, the shares of Common Stock held by directors,
executive officers and principal shareholders owning more than 5% of the
Registrant's outstanding Common Stock and for which a Schedule 13G was filed,
were deemed to be stock held by affiliates. As of March 10, 2000, there were
approximately 17,830,100 outstanding shares of Common Stock held by
nonaffiliates.

       As of March 10, 2000, there were outstanding 22,185,679 shares of the
Registrant's Common Stock, 2.51 shares of the Registrant's Senior Convertible
Preferred Stock (convertible into an aggregate of 334,166 shares of the
Registrant's Common Stock) and 1,528,571 shares of the Registrant's Series B
Convertible Preferred Stock (convertible into 3,057,142 shares of the
Registrant's Common Stock, subject to, and contingent upon, the approval, by the
Company's Shareholders, of an increase in the Company's authorized shares of
Common Stock, which approval will be sought by the Company at a Special Meeting
of Shareholders anticipated to be held on April 17, 2000).

                       Documents Incorporated by Reference

       The Company's Proxy Statement for the 2000 Annual Meeting of Shareholders
is incorporated herein by reference in Part III of this Annual Report on Form
10-K.

                                       1
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    Prefatory Note to Amendment No. 1 on Form 10-K/A of Sterling Vision, Inc.


       This Amendment No. 1 on Form 10-K/A for the year ended December 31, 1999
is being filed to include Exhibits 23.01 and 23.02, the Consents of each Arthur
Andersen LLP and Deloitte & Touche LLP, which were inadvertently omitted from
the Form 10-K, as initially filed by Sterling Vision, Inc.

                                       2


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                                  EXHIBIT INDEX
                                  -------------
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Exhibit
Number
--------
<S>        <C>
3.1    -   Amended and Restated Certificate of Incorporation of Sterling Vision, Inc., dated December 18, 1995
           (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10K/A for the
           calendar year ended December 31, 1995, File No. 1-14128).

3.2    -   Amended and Restated  By-Laws of Sterling Vision, Inc., dated December 18, 1995 (incorporated by
           reference to Exhibit 3.2 to the Company's Annual Report on Form 10K/A for the calendar year ended
           December 31, 1995, File No. 1-14128).

4.1    -   Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's
           Registration Statement No. 33-98368).

4.2    -   Form of Convertible Debentures and Warrants Subscription Agreement (Incorporated by reference to
           Exhibit 4.2 of the Registrant's Current Report on Form 8-K, dated February 17, 1998).

10.1   -   Credit Agreement between Sterling Vision, Inc. and Chemical Bank, dated as of April 5, 1994 (the
           "Credit Agreement") (incorporated by reference to Exhibit 10.1 to the Company's Registration
           Statement No. 33-98368).

10.2   -   Sterling Vision, Inc.'s 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the
           Company's Registration Statement No. 33-98368).

10.3   -   Form of Sterling Vision, Inc.'s Franchise Agreement (incorporated by reference to Exhibit 10.3 to
           the Company's Registration Statement No. 33-98368).

10.4   -   Settlement Agreement between Sterling Vision, Inc. and Neal Polan, dated as of August 31, 1994
           (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement No. 33-98368)

10.5   -   Lease Agreements between Neptune Technology Leasing Corp. and Sterling Vision, Inc., Sterling
           Vision of California, Inc. and Sterling Vision, Inc., as successor in interest to CFO (incorporated
           by reference to Exhibit 10.5 to the Company's Registration Statement No. 33-98368).

10.6   -   Assignment and Assumption of Equipment Lease by and between Cohen Fashion Optical, Inc. and
           Sterling Vision, Inc. (incorporated by reference to Exhibit 10.6 to the Company's Registration
           Statement No. 33-98368).

10.7   -   Form of Purchase Order between Summit Technology, Inc. and Sterling Vision, Inc. (incorporated by
           reference to Exhibit 10.7 to the Company's Registration Statement No. 33-98368).

10.8   -   Form of Summit Laser Patent License Agreement (incorporated by reference to Exhibit 10.8 to the
           Company's Registration Statement No. 33-98368).

10.9   -   Lease of 10 Peninsula Blvd., Lynbrook, N.Y. (incorporated by reference to Exhibit 10.9 to the
           Company's Registration Statement No. 33-98368).

10.10  -   Underwriters' Warrant Agreement, including form of Warrant (incorporated by reference to Exhibit
           10.10 to the Company's Registration Statement No. 33-98368).

10.11  -   Referral Agreement between Cohen Fashion Optical, Inc. and Sterling Vision, Inc. (incorporated by
           reference to Exhibit 10.11 to the Company's Registration Statement No. 33-98368).

10.12  -   Robert Greenberg Promissory Notes, dated August 19, 1994, as amended, August 19, 1994, and August
           31, 1994, respectively (incorporated by reference to Exhibit 10.12 to the Company's Registration
           Statement No. 33-98368).

10.13  -   Purchase Agreement between Sterling Vision, Inc. and RJL Optical, Inc. and Franchise Agreement
           related thereto (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement
           No. 33-98368).

10.14  -   Purchase Agreement between Sterling Vision, Inc. and Dani-Marc Optical, Inc. and Franchise
           Agreement related thereto

</TABLE>

                                       3

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<TABLE>
<CAPTION>

<S>        <C>
           (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement No. 33-98368).

10.15  -   Purchase Agreement between Sterling Vision, Inc. and Jeffrey Rubin, and Franchise Agreement and
           Management Agreement related thereto (incorporated by reference to Exhibit 10.15 to the Company's
           Registration Statement No. 33-98368).

10.16  -   Management Agreement, dated October 31, 1995, between Sterling Vision, Inc. and RJL Optical, Inc.
           (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement No. 33-98368).

10.17  -   Amended and Restated Management Agreement, dated October 31, 1995, between Sterling Vision, Inc.
           and Jeffrey Rubin (incorporated by reference to Exhibit 10.17 to the Company's Registration
           Statement No. 33-98368).

10.18* -   Employment Agreement, dated November 27, 1995, between Sterling Vision, Inc. and Joseph Silver
           (incorporated by reference to Exhibit 10.18 to the Company's Registration Statement No. 33-98368).

10.19* -   Employment Agreement, dated November 18, 1995, between Sterling Vision, Inc. and Kevin Cambra
           (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement No. 33-98368).

10.20* -   Employment Agreement, dated November 18, 1995, between Sterling Vision, Inc. and Sebastian Giordano
           (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement No. 33-98368).

10.21* -   Employment Agreement, dated November 27, 1995, between Sterling Vision, Inc. and Jerry Darnell
           (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement No. 33-98368).

10.22* -   Employment Agreement, dated November 27, 1995, between Sterling Vision, Inc. and Robert Greenberg
           (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement No. 33-98368).

10.23* -   Legal Fee Retainer Agreement, dated November 27, 1995, between Sterling Vision BOS, Inc. and
           Sterling Vision of California, Inc., and Joseph Silver (incorporated by reference to Exhibit 10.23
           to the Company's Registration Statement No. 33-98368).

10.24  -   Seventh Amendment to the Credit Agreement between Sterling Vision, Inc. Chemical Bank (incorporated
           by reference to Exhibit 10.24 to the Company's Registration Statement No. 33-98368).

10.25  -   Waiver, dated as of November 28, 1995, to the Credit Agreement, between Sterling Vision, Inc. and
           Chemical Bank (incorporated by reference to Exhibit 10.25 to the Company's Registration Statement
           No. 33-98368).

10.26  -   Sixth Amendment, dated as of October 24, 1995, to the Credit Agreement between Sterling Vision,
           Inc. and Chemical Bank (incorporated by reference to Exhibit 10.26 to the Company's Registration
           Statement No. 33-98368).

10.27  -   Fifth Amendment and Waiver, dated as of September 15, 1995, to the Credit Agreement between
           Sterling Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.27 to the
           Company's Registration Statement No. 33-98368).

10.28  -   Waiver, dated as of August 8, 1995, to the Credit Agreement between Sterling Vision, Inc. and
           Chemical Bank (incorporated by reference to Exhibit 10.28 to the Company's Registration Statement
           No. 33-98368).

10.29  -   Fourth Agreement and Waiver, dated as of April 25, 1995, to the Credit Agreement between Sterling
           Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.29 to the Company's
           Registration Statement No. 33-98368).

10.30  -   Third Amendment and Waiver, dated as of March 30, 1995, to the Credit Agreement between Sterling
           Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.30 to the Company's
           Registration Statement No. 33-98368).

10.31  -   Second Amendment and Waiver, dated as of September 30, 1994, to the Credit Agreement between
           Sterling Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.31 to the
           Company's Registration Statement No. 33-98368).

10.32  -   First Amendment and Waiver, dated as of July 26, 1994, to the Credit Agreement between Sterling
           Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.32 to the Company's
           Registration Statement No. 33-98368).

10.33  -   Schedule No. 2 to Master Lease Agreement No. 1580, dated as of August 31, 1995, between BLT Leasing
           Corp. and

</TABLE>

--------
* Constitutes a management contract or compensatory plan or arrangement.

                                       4

<PAGE>

<TABLE>
<CAPTION>

<S>    <C> <C>

           Sterling Vision, Inc. (incorporated by reference to Exhibit 10.33 to the Company's
           Registration Statement No. 33-98368).

10.34  -   Order (1) Approving Sale of Assets and (2) Granting Related Relief in Re: OCA Acquisition, Inc.
           Case No. 395-35856-RCM 11 and Benson Optical Co., Inc. Case NO. 395-35857-SAF-11 and Superior
           Optical Company, Inc. Case No. 395-36572-SAF 11, Jointly Administered under Case No.
           395-35856-RCM-11, filed November 6, 1995 in the Bankruptcy Court for the Northern District of
           Texas, Dallas Division (incorporated by reference to Exhibit 10.34 to the Company's Registration
           Statement No. 33-98368).

10.35  -   Asset Purchase Agreement, dated August 26, 1994, between Pembridge Optical Partners, Inc. and
           Sterling Vision, Inc. (incorporated by reference to Exhibit 10.35 to the Company's Registration
           Statement No. 33-98368).

10.36  -   Asset Purchase Agreement, dated October 24, 1995, between Sterling Vision BOS, Inc. and Benson
           Optical Co., Inc., OCA Acquisition, Inc. n/k/a Optical Corporation of America, and Superior Optical
           Company, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Registration Statement
           No. 33-98368).

10.37  -   Convertible, Callable, Subordinated Debenture Due September 15, 2015, made by Sterling Vision, Inc.
           and payable to Benson Eyecare Corp. (incorporated by reference to Exhibit 10.37 to the Company's
           Registration Statement No. 33-98368).

10.38  -   Assignment, by Benson Eyecare Corp. to Sterling Vision, Inc., of that certain Security Agreement,
           dated October 20, 1994, between Benson Eyecare Corp. and OCA Acquisition, Inc., dated September 15,
           1995 (incorporated by reference to Exhibit 10.38 to the Company's Registration Statement No.
           33-98368).

10.39  -   Assignment, dated September 15, 1995, by Benson Eyecare Corporation to Sterling Vision, Inc. of
           that certain Revolving Credit Note (incorporated by reference to Exhibit 10.39 to the Company's
           Registration Statement No. 33-98368).

10.40  -   Assignment, dated September 15, 1995, by Benson Eyecare Corporation to Sterling Vision, Inc. of
           that certain Subordinated Promissory Note made by OCA Acquisition Inc. (incorporated by reference
           to Exhibit 10.40 to the Company's Registration Statement No. 33-98368).

10.41  -   Assignment, dated September 15, 1995, by Benson Eyecare Corporation to Sterling Vision, Inc. of
           Benson Eyecare Corporation's rights, title and interest in certain trade receivables (incorporated
           by reference to Exhibit 10.41 to the Company's Registration Statement No. 33-98368).

10.42  -   Note Purchase Agreement, dated September 15, 1995, between Benson Eyecare Corporation and Sterling
           Vision, Inc. (incorporated by reference to Exhibit 10.42 to the Company's Registration Statement
           No. 33-98368).

10.43* -   Employment Agreement, dated as of April 1, 1994, between VisionCare of California and Martin J. Shoman,
           as amended by a Letter Agreement, dated May 12, 1994 (incorporated by reference to Exhibit 10.44 to the
           Company's Registration Statement No. 33-98368).

10.44  -   Eighth Amendment and Waiver, dated as of December 19, 1995, to the Credit Agreement, between
           Sterling Vision, Inc. and Chemical Bank (incorporated by reference to Exhibit 10.45 to the
           Company's Registration Statement No. 33-98368).

10.45  -   Tax Agreement, dated as of December 19, 1995, between Sterling Vision, Inc. and the shareholders of
           Sterling Vision, Inc. (incorporated by reference to Exhibit 10.46 to the Company's Registration
           Statement No. 33-98368).

10.46  -   Form of Franchisee Stockholder Agreement to be entered into between Sterling Vision, Inc. and
           certain of its Franchisees (incorporated by reference to Exhibit 10.47 to the Company's
           Registration Statement No. 33-98368).

10.47  -   Non-Qualified Stock Option Agreement between Sterling Vision, Inc. and Neal Polan (incorporated by
           reference to Exhibit 10.48 to the Company's Registration Statement No. 33-98368).

10.48* -   Stock Purchase Agreement, dated as of December 18, 1995, between Sterling Vision, Inc. and Robert
           Cohen, Alan Cohen, Edward Cohen, Stefanie Cohen Rubin, Allyson Cohen, Jeffrey Cohen, Richard Cohen,
           Abby Cohen May, Jennifer Cohen, Meryl Cohen a/c/f Gabrielle Cohen and Meryl Cohen a/c/f Jaclyn
           Cohen (incorporated by reference to Exhibit 10.49 to the Company's Registration Statement No.
           33-98368).

10.50  -   Stock Purchase Agreement, dated as of December 18, 1995, between Sterling Vision, Inc. and Neal
           Polan (incorporated by

</TABLE>

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* Constitutes a management contract or compensatory plan or arrangement.


                                       5

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<TABLE>
<CAPTION>

<S>    <C> <C>
           reference to Exhibit 10.51 to the Company's Registration Statement No. 33-98368).

10.51  -   Multiple Franchise Agreement, dated February 7, 1996, between Leonard Vainio and the Company
           (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10K/A for the
           calendar year ended December 31, 1995, File No. 1-14128).

10.52  -   Sublease, dated November 29, 1995, as amended, between Conopco, Inc. and the Company with respect
           to the Insight Laser Center to be located at 725 Fifth Avenue, New York, New York (incorporated by
           reference to Exhibit 10.52 to the Company's Annual Report on Form 10K/A for the calendar year ended
           December 31, 1995, File No. 1-14128).

10.53  -   Sublease, dated February 27, 1996, between 1500 Hempstead Tpke., L.L.C. and the Company with
           respect to the Company's new office facilities to be located at 1500 Hempstead Turnpike, East
           Meadow, New York (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form
           10 K/A for the calendar year ended December 31, 1995, File No. 1-14128).

10.54  -   Sales Agreement, dated January 31, 1996, between Insight Laser Centers, Inc. and VISX Incorporated,
           together with the form of VISX Patent and Software License Agreement to be entered into in
           connection therewith (incorporated by reference to Exhibit 10.54 to the Company's Annual Report on
           Form 10K/A for the calendar year ended December 31, 1995, File No. 1-14128).

10.55  -   Waiver, dated as of March 25, 1996, to the Credit Agreement between Sterling Vision, Inc. and Chemical
           Bank (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10K/A for the
           calendar year ended December 31, 1995, File No. 1-14128).

10.56* -   Employment Agreement, dated March 8, 1996, between Sterling Vision, Inc. and Mr. Ali Akbar
           (incorporated by reference to Exhibit 10.56 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1996, File No. 1-14128).

10.57  -   Employment Agreement, dated March 29, 1996, between Sterling Vision, Inc., Insight Laser Centers,
           Inc. and Dr. Francis A. L'Esperance, Jr., M.D. (Incorporated by reference to Exhibit 10.57 to the
           Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, File No. 1-14128).

10.58  -   Laser Access Agreement, dated March 28, 1996, between Insight Laser Centers, Inc. and Nassau
           Ophthalmic Services, P.C. (incorporated by reference to Exhibit 10.58 to the Company's Quarterly
           Report on Form 10-Q for the quarter ended March 31, 1996, File No. 1-14128).

10.59  -   Assignment and Assumption of Lease Agreement ("VCA" Company Store Leases"), dated June 7, 1996,
           between VCA and certain of its affiliates and DKM (incorporated by reference to Exhibit 10.59 to the
           Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, File No. 1-14128).

10.60  -   Assignment and Assumption of Lease Agreement ("VCA" Company Store Leases"), as amended by a Letter
           Agreement, dated June 10, 1996, between VCA and certain of its affiliates and DKM (incorporated by
           reference by to Exhibit 10.60 to the Company's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 1996, File No. 1-14128).

10.61  -   Assignment and Assumption of Lease Agreement ("VCA Franchised Store Leases") as amended by a Letter
           Agreement, dated July 11, 1996 (incorporated by reference to Exhibit 10.61 to the Company's Quarterly
           Report on Form 10-Q for the quarter ended June 30, 1996, File No. 1-14128).

10.62  -   Assignment, dated June 19, 1996, by Bank One Kentucky, N.A. (Assignor") to DKM, all of Assignor's
           right, title and interest in and to that certain Revolving Credit Loan Agreement and Security
           Agreement, dated January 10, 1992, between the Assignor and Duling Optical Corporation, et. al.
           (incorporated by reference to Exhibit 10.62 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1996, File No. 1-14128).

10.63  -   First Amendment to the Company's 1995 Stock Incentive Plan (incorporated by reference to Exhibit
           10.63 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, File No.
           1-14128).

10.64  -   Purchase and Sale Agreement, dated September 30, 1996, between Eye Site (Ontario) Ltd. And the Company
           (incorporated by reference to Exhibit 10.64 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1996 , File No. 1-14128).

10.65  -   Master Franchise Agreement, dated September 30, 1996, between Eye Site, Inc., and Eye Site
           (Ontario) Ltd. and the

</TABLE>

                                       6

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<TABLE>
<CAPTION>

<S>    <C> <C>
           Company (incorporated by reference to Exhibit 10.65 to the Company's Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1996, File No. 1-14128).

10.66  -   Form of Promissory Notes, dated November 29, 1996, between the Company and each of Drs. Edward, Robert and Alan Cohen.
           (incorporated by reference to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1996).

10.67  -   Ninth Amendment, dated November 29, 1996, to the Credit Agreement between the Company and Chase Manhattan Bank.
           (incorporated by reference to the Company's Current Report on Form 8-K, dated November 29, 1996).

10.68  -   Tenth Amendment and Waiver, dated February 26, 1997, to the Credit Agreement between the Company and Chase Manhattan
           Bank. (incorporated by reference to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1996).

10.69  -   Form of Convertible Debentures and Warrants Subscription Agreement, dated February 26, 1997 (incorporated by reference
           to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated February 26, 1997).

16.1   -   Letter, dated March 4, 1996, from Janover Rubinroit LLC, the former independent certified public accountant for the
           Company (incorporated by reference to Exhibit 16 to the Company's Current Report on Form 8-K dated March 7, 1996).

10.70  -   Eleventh Amendment and Waiver, dated April 1, 1997, to the Credit Agreement between the Company and Chase Manhattan
           Bank (incorporated by reference to Exhibit 10.70 to the Company's Current Report on Form 8-K, dated April 7, 1997).

10.71  -   Agreement and Plan of Reorganization, dated February 19, 1997, as amended, among the Company and Messrs., David, Alan
           and Sidney Singer (incorporated by reference to Exhibit 10.71 to the Company's Current Report on Form 8-K, dated April
           7, 1997).

10.72  -   Loan Agreement, dated June 30, 1997, between the Company and STI Credit Corporation (incorporated by reference to
           Exhibit 10.72 to the Company's Current Report on Form 8-K, dated June 30, 1997).

10.73  -   Letter Agreement, dated July 2, 1997, among the Company and Messrs. Sidney, Alan and David Singer (incorporated by
           referenced to Exhibit 10.73 to the Company's Current Report on Form 8-K, dated June 30, 1997).

10.74  -   Form of Non-Negotiable Judgment Note, dated July 1, 1997, among the Company and Messrs. Sidney, Alan and David Singer
           (incorporated by reference to Exhibit 10.74 to the Company's Current Report on Form 8-K, dated June 30, 1997).

10.75  -   First Amendment to Loan Agreement, dated October 9, 1997, between the Company and STI Credit Corporation (Incorporated
           by reference to Exhibit 10.75 to the Company's Current Report on Form 8-K, dated September 30, 1997).

10.76  -   Stock Option Recission Letters, dated August 13, 1997, from each of Drs. Robert, Alan and Edward Cohen and Mr. Jay
           Fabrikant (Incorporated by reference to Exhibit 10.76 to the Company's Current Report on Form 10-Q, dated September 30,
           1997).

10.77  -   Waiver, dated April 14, 1998, to the Company's Loan Agreement, dated June 30, 1997, as previously amended on October
           9, 1997.

10.78  -   Exchange Agreement, dated April 14, 1998, between the Registrant and the Original Holders of the Registrant's
           Convertible Debentures Due February 17, 1999 (Incorporated by reference to Exhibit 10.78 to the Company's Current Form
           on 8-K, dated April 14, 1998).

10.79  -   Contract of Sale, dated May 6, 1998, between Insight Laser Centers N.Y.I, Inc. and Nassau Center for Ambulatory
           Surgery, Inc. (Incorporated by reference to Exhibit 10.79 to the Company's Current Report on Form 8-K, dated May 6,
           1998).

10.80  -   Contract of Sale, dated May 6, 1998, between Insight AmSurg Centers, Inc. and Nassau Center for Ambulatory Surgery,
           Inc. (Incorporated by reference to Exhibit 10.80 to the Company's Current Report on Form 8-K, dated May 6, 1998).

10.81  -   Settlement Agreement, dated July 31, 1998, between the Registrant, Singer Specs, Inc. and Messrs. Sidney, Alan and
           David Singer (Incorporated by reference to Exhibit 10.83 to the Company's Current Report on Form 8-K, dated July 31,
           1998).
</TABLE>

                                        7


<PAGE>

<TABLE>
<CAPTION>

<S>    <C> <C>
10.82  -   Employment Agreement, dated as of March 2, 1998, between the Company and William J. Young (Incorporated by reference
           to Exhibit 10.82 of the Company's Quarterly Report on Form 10K/A for the Quarter Ended March 31, 1998).

10.83  -   Letter from Deloitte & Touche LLP, dated May 12, 1998, in response to the Company's Current Report on Form 8-K, dated
           May 1, 1998 (Incorporated by reference to Exhibit 16 to the Company's Current Report on Form 8-K/A, dated May 13, 1998).

10.84  -   First Amendment to Convertible Preferred Stock and Warrants Subscription Agreement, dated January 4, 1999
           (Incorporated by reference to Exhibit 10.78 to the Company's Current Report on Form 8-K, dated January 4, 1999).

10.85  -   Second Amendment to Convertible Preferred Stock and Warrants Subscription Agreement, dated March 4, 1999 (Incorporated
           by reference to Exhibit 10.79 to the Company's Current Report on Form 8-K, dated March 4, 1999).

10.86  -   Waiver, dated April 13, 1999, to the Registrant's Loan Agreement with STI Credit Corp., dated June 30, 1997, as
           previously amended on October 9, 1997 and April 14, 1998 (Incorporated by reference to Annual Report on Form 10-K for
           the year ended December 31, 1998).

10.87  -   Employment Agreement, dated as of August 20, 1999, between Insight Laser Center, Inc. and Robert Greenberg
           (Incorporated by reference to Exhibit 10.79 to the Company's Current Report on Form 8-K, dated August 20, 1999).

10.88  -   Employment Agreement, dated as of August 20,1999, between Insight Laser Centers, Inc. and Kim Greenberg (Incorporated
           by reference to Exhibit 10.88 to the Company's Current Report on Form 8-K, dated August 20, 1999).

10.89  -   Press Release, dated December 7, 1999 (Incorporated by reference to Exhibit 10.89 to the Company's Current Report on
           Form 8-K, dated December 7, 1999).

10.90  -   Third Amendment to Convertible Preferred Stock and Warrants Subscription Agreement, dated December 7, 1999
           (Incorporated by reference to Exhibit 10.90 to the Company's Current Report on Form 8-K, dated December 7, 1999).

10.91  -   Form of Engagement Letter, dated December 16, 1999, between the Company and Rare Medium, Inc. (Incorporated by
           reference to Exhibit 10.91 to the Company's Current Report on Form 8-K/A, dated December 16, 1999).

10.92  -   Press Release, dated December 17, 1999 (Incorporated by reference to Exhibit 10.92 to the Company's Current Report on
           Form 8-K/A, dated December 16, 1999).

10.93  -   Form of Warrant, dated December 16, 1999, in favor of MY2000, LLC (Incorporated by reference to Exhibit 10.93 to the
           Company's Current Report on Form 8-K/A, dated December 16, 1999).

10.94  -   Form of Certificate of Amendment of the Certificate of Incorporation of the Company, dated February 8, 2000
           (Incorporated by reference to Exhibit 10.94 to the Company's Current Report on Form 8-K, dated February 8, 2000).

10.95  -   Press Release, dated February 15, 2000, with respect to the Agreement entered into with RMI (Incorporated by reference
           to Exhibit 10.95 to the Company's Current Report on Form 8-K, dated February 8, 2000).

10.96  -   Form of Certificate of Amendment of the Certificate of Incorporation of the Company, dated February 4, 2000
           (Incorporated by reference to Exhibit 10.96 to the Company's Current Report on Form 8-K, dated February 8, 2000).

21     -   List of Subsidiaries.

23.01  -   Consent of Arthur Andersen, LLP to the incorporation, by reference, of the Company's Consolidated Financial Statements
           into certain Registration Statements previously filed by the Company with the SEC.

23.02  -   Consent of Deloitte & Touche, LLP to the incorporation, by reference, of the Company's Consolidated Financial Statements
           into certain Registration Statements previously filed by the Company with the SEC.

27     -   Financial Data Schedule.


</TABLE>

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<PAGE>


SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  STERLING VISION, INC.


                                  By:    /s/ Alan Cohen
                                  ----------------------------------------------
                                             Alan Cohen,
                                             President and Chief Executive
                                             Officer

                                  Date:  April 6, 2000

       Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

Signature                    Title                              Date
---------                    -----                              ----

/s/ Alan Cohen               Vice Chairman of the Board,        April 6, 2000
-------------------------    President and Chief Executive
Alan Cohen                   Officer

/s/ William J. Young         Chief Financial Officer            April 6, 2000
-------------------------
William J. Young


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