As filed with the Securities and Exchange Commission on January 16, 2003

                                                     Registration No. 333-100697
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              EMERGING VISION, INC.
             (Exact name of registrant as specified in its charter)

             New York                                  11-3096941
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530
                                 (516) 390-2100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                              Christopher G. Payan
                             Chief Financial Officer
                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530
                                 (516) 390-2100
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                                    Copy to:
                            Michael Hirschberg, Esq.
                                Piper Rudnick LLP
                           1251 Avenue of the Americas
                            New York, New York 10020
                                 (212) 835-6270

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. | |
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. | |
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. | |
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. | |
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |

                         Calculation of Registration Fee


                                                                                                
=========================================== ==================== =================== ====================== ===================
                                                  Amount          Proposed maximum     Proposed maximum         Amount of
    Title of each class of securities              to be           offering price     aggregate offering       registration
             to be registered                   registered            Per unit               price                 fee
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
rights to purchase units                      50,000,000                 0                     -                    -
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
units(1)                                      50,000,000 shares       $0.04(2)            $2,000,000             $184(2)
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
common stock, par value $0.01 per share       50,000,000 shares       $--                  $--                   $--
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
Warrants                                      50,000,000              $--                  $--                   $--
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
------------------------------------------- -------------------- ------------------- ---------------------- -------------------
common stock, par value $0.01 per share,      50,000,000              $0.04(4)            $2,000,000             $184(4)(5)
underlying the warrants(3)
------------------------------------------- -------------------- ------------------- ---------------------- -------------------



     (1) An aggregate  of  50,000,000  units,  each  consisting  of one share of
common stock and a warrant to purchase one additional share of common stock, are
issuable upon the exercise of the rights.
     (2) Represents the offering price of the common stock to be issued upon the
exercise of the rights pursuant to Rule 457(g).
     (3) Issuable  upon  exercise of the  warrants.  Pursuant to Rule 416,  this
registration statement also covers such indeterminable  additional shares as may
become  issuable as a result of any future  adjustments  in accordance  with the
terms of the warrants, as described in this registration statement.
     (4)  Estimated  solely for purposes of  calculating  the  registration  fee
pursuant  to Rule  457(c) on the basis of the  average of the bid and ask prices
per share of our common stock, as reported on the OTC Bulletin Board, on October
18, 2002.
     (5) Previously paid.

     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file an amendment which  specifically  states that this  registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================


PROSPECTUS                               Subject to Completion, January 16, 2003


                                50,000,000 UNITS

                              EMERGING VISION, INC.

                                 RIGHTS OFFERING

                Each unit consisting of one share of common stock
         and a warrant to purchase one additional share of common stock


     We are offering up to 50,000,000  units,  each unit consisting of one share
of our common  stock and one warrant.  We are  offering  these units in a rights
offering.  You will  receive 1.67  subscription  rights for each share of common
stock that you owned on [ ], 2003,  the record  date.  You will not  receive any
fractional rights. Each subscription right entitles you to purchase one unit for
a  subscription  price of $0.04.  Each warrant may be exercised for one share of
common  stock at an exercise  price  equal to the  average of the last  reported
sales price of our common stock, as quoted on the OTC Bulletin Board, during the
ten (10) trading days  immediately  preceding the closing date of this offering,
and expires twelve months from the date of issuance.  If you fully exercise your
rights and other  shareholders do not fully exercise their rights, you may elect
to  purchase   additional   units,   on  a  pro  rata  basis,   with  all  other
oversubscribing shareholders. This is your oversubscription privilege.

     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"ISEE.OB".  On January 13,  2003,  the last  reported  sales price of our common
stock, as reported on the OTC Bulletin Board, was $0.08 per share.

     The rights are  exercisable  beginning on the date of this  prospectus  and
continuing  until 5:00 p.m., New York City time, on [ ], 2003,  although we have
the option of extending the expiration date.

     Neither the rights nor the warrants may be sold or transferred. Neither the
rights nor the warrants will be listed for trading on any stock exchange.

     We urge you to read carefully the "Risk Factors" section  beginning on page
8 where we describe  specific risks associated with an investment in our company
and these securities, before you make your investment decision.

     Neither the  Securities  and  Exchange  Commission,  or SEC,  nor any state
securities  commission has approved or disapproved of these securities or passed
upon the  accuracy or adequacy of this  prospectus.  Any  representation  to the
contrary is a criminal offense.


                The date of this prospectus is ____________, 2003



                               PROSPECTUS SUMMARY

     This summary highlights selected information from this prospectus.  We urge
you to read this entire  prospectus  carefully.  We also encourage you to review
the financial  statements  and other  information  provided in reports and other
documents that we file with the Securities  and Exchange  Commission,  which are
incorporated  by reference in this  prospectus,  as described  under the caption
"Where  You  Can  Find  More  Information"  on the  inside  back  cover  of this
prospectus.

                           ABOUT EMERGING VISION, INC.

     Based upon statistics published in certain trade magazines, we believe that
we are one of the largest chains of retail optical stores and one of the largest
franchise  optical chains in the United States based upon our domestic sales and
the number of locations of company-owned and franchised  stores.  We, along with
our franchisees, operate retail optical stores principally under the trade names
"Sterling  Optical"  and  "Site  for Sore  Eyes,"  which we refer to  herein  as
"Sterling  Stores." We also operate  VisionCare  of  California,  a  specialized
health  care  maintenance  organization  licensed  by the  State  of  California
Department of Managed  Health Care.  VisionCare of California  employs  licensed
optometrists  who render  services  in  offices  generally  located  immediately
adjacent to most Sterling Stores located in California.

     As of September  30, 2002, we had 186 Sterling  Stores in operation,  31 of
which were company-owned stores (including 13 company-owned stores being managed
by franchisees)  and 155 of which were franchised  stores.  Currently,  Sterling
Stores are located in 23 States, the District of Columbia,  Ontario,  Canada and
the U.S. Virgin Islands.

     Most  Sterling  Stores  offer  eyecare  products  and  services,  including
prescription  and  non-prescription  eyeglasses,   eyeglass  frames,  ophthalmic
lenses, contact lenses,  sunglasses and a broad range of ancillary items. To the
extent permitted by individual state regulations, most Sterling Stores employ or
affiliate with an optometrist to provide  professional  eye  examinations to the
public,  and we  fill  the  prescriptions  from  these  employed  or  affiliated
optometrists,  as well as from unaffiliated  optometrists and  ophthalmologists.
Most Sterling Stores are able to offer same-day service because most stores have
an inventory of ophthalmic and contact lenses,  as well as on-site lab equipment
for cutting and edging ophthalmic lenses to fit into eyeglass frames.

     We were organized  under the laws of the State of New York in January 1992,
and we changed our name to "Emerging Vision, Inc." effective April 17, 2000. Our
principal  executive  offices are located at 100  Quentin  Roosevelt  Boulevard,
Suite 508, Garden City, New York 11530.  Our telephone  number is (516) 390-2100
and our fax number is (516) 390-2150.


                    QUESTIONS AND ANSWERS ABOUT THIS OFFERING

What is a right?

     You will receive, at no charge, 1.67 rights for every share of common stock
you own as of  ________,  2003,  the  record  date.  Each right  enables  you to
purchase,  for $0.04, one unit consisting of one share of our common stock and a
warrant to purchase one  additional  share of common stock at an exercise  price
equal to the average of the last reported  sales price of our common  stock,  as


                                       2


quoted on the OTC Bulletin Board,  during the ten (10) trading days  immediately
preceding  the closing  date of this  offering.  For  example,  if you owned 100
shares of common stock on the record date, and receive 167 rights, you will have
the right to purchase,  for a price of $0.04 per unit,  167 units  consisting of
167 shares of common stock and warrants to purchase an additional  167 shares of
common  stock at an exercise  price  equal to the  average of the last  reported
sales price of our common stock, as quoted on the OTC Bulletin Board, during the
ten (10) trading days  immediately  preceding the closing date of this offering.
This is your basic subscription privilege.

     Although we intend to distribute the rights to all shareholders, we reserve
the right to not offer rights to shareholders that reside in a state, country or
other  jurisdiction  whose laws require a material  change to this offering,  or
where we cannot,  at reasonable  expense,  determine that this offering complies
with any such state's, country's or other jurisdiction's applicable local laws.


What is the record date?

     [ ], 2003 at 5:00 p.m., New York City time. Only our shareholders as of the
record date will receive subscription rights.


Why are we offering the rights?

     We are seeking additional equity. Our board of directors has chosen to give
each  shareholder  the opportunity to buy more shares of our common stock at the
same price and on the same terms and conditions as each other shareholder.


Has the board of directors made a recommendation regarding this offering?

     Our board of directors  makes no  recommendation  to you about  whether you
should exercise any rights in this offering.


How soon must you act?

     The  rights  expire  on [ ],  2003  at  5:00  p.m.,  New  York  City  time.
Accordingly, the subscription agent must actually receive all required documents
and payments before that date and time.


May I sell or give away my rights?

     No. The rights may not be sold or otherwise transferred.



                                       3


What is the oversubscription privilege?

     If  you   fully   exercise   your   basic   subscription   privilege,   the
oversubscription privilege entitles you to subscribe for additional units at the
same  subscription   price  of  $0.04  per  unit  that  applies  to  your  basic
subscription privilege.


What are the limitations on the oversubscription privilege?

     We will be  able  to  satisfy  all or a  portion  of your  exercise  of the
oversubscription  privilege only if our other  shareholders  receiving rights do
not elect to purchase all of the units  offered  under their basic  subscription
privilege.


Am I required to subscribe in this offering?

     No. You are not  required to exercise  any  rights,  purchase  any units or
otherwise take any action in response to this offering.


What will happen if I do not exercise my rights?

     You will retain your current number of shares of our common stock,  even if
you do not exercise your rights. However, if you do not exercise your rights and
other shareholders do, the percentage of shares of our common stock that you own
after the offering, will be reduced.


Will my country or state of residence affect my ability to participate in the
rights offering?

     Yes. In order to comply with state blue sky laws or the laws of the country
in which you reside,  we may not be able to accept  subscriptions  from those of
our shareholders that reside in certain states or countries.


Have other shareholders indicated to us that they intend to participate in the
rights offering?

     Yes. Dr. Alan Cohen, Dr. Robert Cohen, Mr. Benito R. Fernandez and Mr. Joel
L. Gold, our directors, and Mr. Christopher G. Payan, who is one of our co-chief
operating  officers  and is also our  senior  vice  president,  chief  financial
officer,  secretary  and  treasurer,  all  intend to  participate  in the rights
offering, at least with respect to their basic subscription privilege.


May I change or cancel my exercise of rights after I send in the required forms
and payment?

     No. Once you send in your subscription  certificate and payment, you cannot
revoke the exercise of your rights.


Will my money be returned if this offering is amended, withdrawn or terminated?

     If we terminate or cancel this offering, or any submitted  subscriptions no
longer comply with the amended terms of this offering,  we will promptly  return
your subscription price, but without any payment of interest.



                                       4


What are the U.S. federal income tax consequences of exercising my rights?

     The receipt and exercise of your rights are intended to be nontaxable under
U.S. federal income tax law.


How did we arrive at the offering price?

     We  determined  the  offering  price of $0.04 per unit based on the current
market price of our common stock, the amount of capital we are seeking to raise,
our other alternatives for raising capital and other factors we deemed relevant.


When will I receive my new shares and warrants?

     If you  purchase  units  through  this  offering,  you will  receive  stock
certificates  representing  the shares of common stock,  and warrant  agreements
representing the warrants,  as soon as practicable  after the expiration date of
the offering.


How much money will we receive from this offering?

     Our gross proceeds from the rights  offering will depend upon the number of
units that are purchased. If all rights are exercised,  then we will receive net
cash proceeds of approximately  $1,850,000.  In addition, if all of the warrants
constituting a part of the units are exercised,  we will receive additional cash
proceeds of approximately $2 million, assuming a warrant exercise price of $0.04
per share.


How will we use the proceeds from this offering?

     We will use any  proceeds  generated  from the  exercise  of rights in this
rights  offering,  and from the exercise of the  warrants  issued in this rights
offering:

     o to repay the remaining amounts outstanding under our credit facility with
Horizons Investors Corp.;

     o to repay the remaining principal balance on our term loan from North Fork
Bank;

     o to fund our plans to continue to close non-profitable stores; and

     o for general corporate purposes and working capital.





                                       5


How many shares will be outstanding after the rights offering?

     If we sell all of the units offered by this prospectus,  then we will issue
50,000,000  new shares of common stock that will result in us having  79,490,620
shares of common stock  outstanding.  In addition,  we will issue 50,000,000 new
warrants  that,  if  exercised,  would  result  in the  issuance  of  50,000,000
additional shares of common stock.


What should I do if I want to participate in this offering, but my shares are
held in the name of my broker, dealer or other nominee?

     If you hold your shares of common stock  through a broker,  dealer or other
nominee,  for example,  through a custodian  bank,  then your broker,  dealer or
other  nominee is the record  holder of the shares you own.  This record  holder
must  exercise the rights,  on your behalf,  for the units you wish to purchase.
Therefore, you will need to have your record holder act for you.


What fees or charges apply if I purchase units?

     We are not charging any fee or sales  commission  to issue rights to you or
to issue to you shares of common stock and warrants if you exercise your rights.
If you  exercise  rights  through  a  record  holder  of  your  shares,  you are
responsible for paying any fees that person may charge.


How do I exercise my rights? What forms and payment are required to purchase
units?

     As a record  holder of our  shares of common  stock on [ ],  2003,  you are
receiving  this   prospectus,   a  subscription   certificate   evidencing  your
subscription  rights and  instructions  on how to purchase units. If you wish to
participate in this offering,  then, before your rights expire, you must deliver
to the subscription agent (or to the registered holder of your shares, such as a
broker-dealer or other nominee, if applicable):

     o the subscription  price by certified or cashier's check, bank draft drawn
upon a U.S. bank or a U.S. postal money order; and

     o a properly completed subscription certificate.


To whom should I send forms and payments?

     You should send your subscription  documents and payment by mail or courier
service to our subscription agent, as follows:



                                       6


                          [NAME OF SUBSCRIPTION AGENT]



            By Mail:                                 By Hand:

        [             ]                         [               ]

                              By Overnight Courier:

                                [             ]


     For  instructions  on how your  subscription  payment should be sent to the
subscription   agent,   see  "The  Offering  -  Required  Forms  of  Payment  of
Subscription Price" on page 22.


What should I do if I have other questions?

     If you have  questions,  need  additional  copies of offering  documents or
otherwise  need  assistance,  please  contact  the  information  agent  for this
offering:

                           [Name of Information Agent]
                                    [Address]
                                 [Phone Number]

     To ask other questions or to receive copies of our recent SEC filings,  you
also  can  contact  us by mail or  telephone,  or  refer  to the  other  sources
described  under "Where You Can Find More  Information" on the inside back cover
of this prospectus.




                                       7


                                  RISK FACTORS

     An  investment  in our common stock  involves a number of very  significant
risks.  Because of these risks, only persons able to bear the risk and withstand
the  loss of  their  entire  investment,  should  invest  in our  common  stock.
Prospective  investors  should also  consider  the  following  before  making an
investment decision.


Our common stock was delisted from The Nasdaq National Market, which makes it
more difficult for shareholders to sell shares of our common stock.

     On August 24, 2001,  The Nasdaq Stock Market  terminated the listing of our
common  stock on The  Nasdaq  National  Market  as a result  of our  failure  to
maintain a $1.00 per share minimum bid price for our common stock.  As a result,
our common stock began trading on the OTC Bulletin Board on August 24, 2001. The
OTC is generally  considered a less  efficient  market than The Nasdaq  National
Market.  Shareholders  are likely to find it more  difficult to trade our common
stock on the OTC than on The  Nasdaq  National  Market.  In order for our common
stock to resume trading on The Nasdaq  National  Market,  we must satisfy all of
Nasdaq's  requirements for initial listing on The Nasdaq National Market,  apply
for listing and be accepted for listing.  We do not currently  satisfy  Nasdaq's
initial listing requirements for either The Nasdaq National Market or The Nasdaq
SmallCap Market,  and we are unable to determine whether we will ever be able to
satisfy either of those initial listing requirements.


The application of the "penny stock rules" could reduce the liquidity and,
therefore, the market price of our common stock.

     On January 13, 2003,  the last reported sales price of our common stock was
$0.08.  Because  the  trading  price of our common  stock is less than $5.00 per
share and our common stock no longer trades on either The Nasdaq National Market
or The Nasdaq SmallCap Market, our common stock comes within the definition of a
"penny  stock."  The  "penny  stock  rules"  impose  additional  sales  practice
requirements  on  broker-dealers  who sell our  securities to persons other than
established customers and accredited  investors,  generally those with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their  spouse.  Before a  broker-dealer  can sell a penny stock,  SEC rules
require the firm to first approve the customer for the  transaction  in question
and receive from the customer a written agreement to such transaction.  The firm
must furnish the customer a document  describing the risks of investing in penny
stocks.  The  broker-dealer  must also advise the customer of the current market
quotation,  if any,  for the penny stock and the  compensation  the firm and its
broker will receive for the trade.  Finally,  the firm must send monthly account
statements  showing the market value of each penny stock held in the  customer's
account.  These additional  burdens imposed on  broker-dealers  may restrict the
ability of  broker-dealers to sell our securities and may affect your ability to
resell our common stock.



                                       8


     We have incurred a net loss for each of the years ended  December 31, 1999,
2000 and 2001,  as well as for the nine month period ended  September  30, 2002,
and may not attain profitability in the future.

     We suffered a net loss of  $2,261,000,  $38,992,000  and $3,776,000 for the
years ended  December 31, 1999,  2000 and 2001,  respectively,  as well as a net
loss of  $2,658,000  for  the  nine  month  period  ended  September  30,  2002.
Furthermore,  we may not operate profitably or be commercially successful at any
time in the foreseeable  future,  as our ability to attain  profitability in the
future will depend,  in large part,  on the uncertain  general  condition of our
country's  economy,  competition and other factors  regarding the retail optical
industry,  and our  ability to execute  our  business  plan.  Specifically,  the
following  factors may  negatively  impact our ability to be profitable  and our
ability to execute our business plan:

     o Better financed  competitors  that provide greater levels of advertising,
obtain  favorable  discounts  from  suppliers  and  offer  customers  aggressive
discount pricing;

     o Laser  surgery,  which  eliminates  the need for certain  eyeglasses  and
contact lenses;

     o Our  inability to obtain the capital  necessary  to close  non-profitable
stores, as well as to upgrade furniture, fixtures, equipment and machinery; and

     o Our inability to negotiate  favorable lease  termination  agreements,  at
reasonable costs, with the respective landlords of our non-profitable stores.


Since our senior convertible preferred stock has beneficial conversion terms
which are indexed to the performance of our common stock, we may incur a
significant charge to our retained earnings in the future.

     Currently,   we  have  approximately  0.74  shares  of  senior  convertible
preferred  stock  outstanding  that are  convertible  into 98,333  shares of our
common stock. The conversion price of the senior convertible  preferred stock is
$0.75 per share,  which was reduced from $5.00 per share as of December 7, 1999.
Due to the incremental  consideration provided to the holder as a result of this
reduction in conversion  price, we will incur a charge to our retained  earnings
upon conversion  and, thus, our earnings per share will decrease.  The extent of
the charge,  and decrease in our earnings per share, will be based on the market
price of our common stock. Although this charge will not affect our earnings for
a given  period,  on the  conversion  date it will reduce our earnings per share
calculation, which could reduce the market price of our common stock.


We may not successfully execute our business plan, which would negatively impact
our ability to maintain adequate liquidity.

     Our  ability  to improve  our cash flow  during  fiscal  2002 and 2003 will
depend, in large part, on our ability to successfully  execute our business plan
by improving our store  profitability  through increased  monitoring of store by
store  operations;  closing  non-profitable,  company-operated  store locations;
reducing  administrative  overhead  expenses,  and;  implementing  new marketing
programs.  In order to  successfully  execute our  business  plan,  we will need
enough funds to pay, to the respective landlords of our unprofitable stores, the
consideration  demanded  by them to  terminate  our  existing  leases  for  such



                                       9


locations.  In addition,  we may require additional employees to more adequately
monitor store operations.  Therefore, if we do not have the requisite resources,
including  cash  and  qualified  employees,  we may not be able to  successfully
execute  our  business  plan,  which would be likely to reduce our cash flow and
thus, we may need to seek additional  equity or debt financing,  if available on
reasonable terms.


We have incurred significant cash flow losses to date, and even if we receive
the maximum amount of proceeds from this offering, we may still require
additional financing in the future, which may be difficult to obtain and may
dilute your ownership interests in us.

     We have incurred,  and anticipate that we will incur, capital and operating
cash flow losses for the foreseeable  future in that we will be required to make
substantial cash disbursements to satisfactorily  complete our business plan, as
well as to reduce our existing liabilities,  which, together with our marketing,
business development and operational expenses, may be in excess of our revenues.
We expect that these, and other expenses, will result in operating losses for at
least the foreseeable future until we are able to attain adequate revenue levels
and begin generating positive cash flow from operations. However, even if we are
able to generate a positive cash flow from operations, we may require additional
capital to expand and improve our operations,  which additional  capital may not
be available when needed or on terms  acceptable to us. We also may need to seek
additional  financing  through  public  or  private  sales  of  our  securities,
including equity securities, which equity securities, if and when issued, would,
in  all  likelihood,   dilute  your  ownership  interests  in  us.  Furthermore,
insufficient  funds may require us to delay,  scale back or eliminate certain or
all of our operations and activities,  including the successful execution of our
business plan.


Certain of our directors are involved with other companies in the retail optical
industry, which are in competition with our Sterling Stores and may result in
potential conflicts.

     Dr.  Robert Cohen and Dr. Alan Cohen,  two of our  directors,  are also the
principal  shareholders  and  executive  officers and directors of Cohen Fashion
Optical,  Inc. and its affiliate,  Real Optical, LLC. Drs. Alan and Robert Cohen
are  brothers.  Cohen  Fashion  Optical and Real Optical  operate and  franchise
retail optical stores similar to Sterling  Stores in the States of  Connecticut,
Florida, New Hampshire,  Massachusetts,  New Jersey and New York and may, in the
future,  operate  in other  states as well.  As of the date  hereof,  many Cohen
Fashion  Optical stores were located in the same shopping  center or mall as, or
in close  proximity  to,  certain  Sterling  Stores;  and, in the future,  Cohen
Fashion Optical and/or Real Optical may open or franchise additional stores that
are located in the same areas as Sterling  Stores.  These  competing  businesses
will, in all likelihood, reduce the revenues generated at our competing Sterling
Stores.

     Drs.  Robert and Alan Cohen are also the  principal  members and  executive
officers of General Vision Services,  LLC, or GVS, which operates retail optical
stores located in the New York metropolitan area. GVS stores are similar to, and
compete with,  the Sterling  Stores being  operated and  franchised by us in the
same areas.  Furthermore,  GVS  solicits  and  administers  third party  benefit
programs,  similar to those being  administered  by us, through GVS's network of
company-owned  and  independent  retail  optical  stores.  It is  possible  that



                                       10


additional GVS stores,  or other retail  optical  stores which provide  services
under third party benefit  plans  administered  by GVS,  may, in the future,  be
located near one or more of our Sterling  Stores and may compete  directly  with
our stores.

     Additionally,  we, Cohen Fashion Optical and/or GVS jointly  participate in
certain  third party  benefit  plans and certain of our Sterling  Stores,  Cohen
Fashion Optical stores and GVS stores participate as providers under third party
benefit plans  obtained by either us, Cohen  Fashion  Optical or GVS and, in all
likelihood, will continue to do so in the future.

     Because  of the  interests  that Drs.  Robert  and Alan Cohen have in Cohen
Fashion Optical,  Real Optical and GVS, conflicts of interest may arise that may
cause these individual shareholders/members to enter into business relationships
that compete with us and cause a decrease in our revenues. We have no procedures
in place to determine how corporate  opportunities  presented to Drs. Robert and
Alan Cohen will be allocated, by them, among the various competing businesses in
which  they are  involved.


We significantly depend on the ability and experience of certain members of our
management, and their departure may prevent or delay the successful execution of
our business plan and our attainment of profitability.

     We rely on the skills of certain  members of our senior  management team to
guide our operations  including,  but not limited to, Mr.  Christopher G. Payan,
one of our  co-chief  operating  officers and our senior vice  president,  chief
financial  officer,  treasurer  and  secretary,  the loss of whom  could have an
adverse effect on our operations. Furthermore, none of the members of our senior
management  team,  other than Mr. Payan,  have  employment  agreements  with us.
Accordingly,  our key  executives  may not  continue to work for us, which could
prevent  or  delay  the  successful  execution  of our  business  plan  and  our
attainment of profitability.


We do not control the management of all of the Sterling Stores that operate
under our name, and these stores may be managed by unsuccessful franchisees,
which would reduce our revenues from these stores.

     We rely, in substantial part, on our franchisees for revenues.  Since we do
not control the  management  of our  franchised  stores,  it is possible  that a
franchisee/owner  may not have the  business  acumen or  financial  resources to
successfully  operate his or her franchised  Sterling Store. We, together with a
substantial  number of our franchisees,  have recently  experienced a decline in
the  sales  generated  from  our/their   operation  of  Sterling  Stores.  If  a
substantial number of our franchisees experience further declines in their sales
and/or are ultimately not successful,  our revenues from our  franchisees  would
decrease. We believe that our franchisees have experienced sales declines due to
many factors, including, among others:

     o Decreased spending by consumers, due to a weaker economy;

     o Increased  competition by large discount eyewear chains,  which increases
the need for our franchisees to provide more aggressive  promotional sales, thus
decreasing their profit margins; and



                                       11



     o The limitations of vision care benefits available under medical and third
party benefit plans.


We compete with many types of eyewear providers, which may prevent us from
increasing or maintaining our market share.

     The retail optical  business is highly  competitive  and includes chains of
retail optical stores, superstores, individual retail outlets and a large number
of  individual   opticians,   optometrists  and  ophthalmologists  that  provide
professional services and dispense  prescription eyewear.  These competitors may
take advantage of prompt payment  discount  plans,  aggressive  discounting  and
price-cutting  for  customers,  and  increased  advertising.   As  retailers  of
prescription  eyewear,  we and our franchisees  generally  service local markets
and,  therefore,  our,  and their,  competition  varies  substantially  from one
location or geographic area to another. If we are not successful in dealing with
our  competition,  we will not be able to increase or maintain our customer base
or market share.


We often offer incentives to our customers, which lower our profit margins.

     At times when our major  competitors offer  significantly  lower prices for
their products, we are required to do the same. Certain of our major competitors
offer  promotional  incentives to their customers  including free eye exams,"50%
Off" on  designer  frames and "Buy One,  Get One Free"  eyecare  promotions.  In
response to these promotions,  we have offered the same or similar incentives to
our  customers.  This  practice has  resulted in lower profit  margins and these
competitive  promotional  incentives  may  further  reduce our  revenues,  gross
margins and cash flows.  Although we believe  that our Sterling  Stores  provide
quality service and products at competitive prices,  several of the large retail
optical chains have greater financial  resources than us. Therefore,  we may not
be able  to  continue  to  deliver  cost  efficient  products  in the  event  of
aggressive  pricing by our  competitors,  which would reduce our profit margins,
net income and cash flow.


We have provided purchase money financing for a substantial portion of the sales
price of our store assets that were sold to franchisees and bear the risk of
nonpayment of this financing, which could negatively impact our future cash
position.

     In most instances in the past, we provided  purchase money  financing for a
substantial  portion of the sales price of our store assets sold to franchisees.
If our franchisees are unsuccessful, they may default on these loans. In certain
instances  in  which   franchisees   have  defaulted  on  their  purchase  money
obligations,  we have been able to repossess  the store's  assets and sell these
assets to another  franchisee.  However,  we may not be able to continue,  or be
successful,  with reselling the assets of an unsuccessful  franchisee due to the
lack of financial  viability and,  therefore,  the lack of  marketability of the
Sterling  Store in  question,  and the  failure  to do so could  have a material
adverse effect on our cash position and ability to finance our business.



                                       12


As refractive laser surgery gains market acceptance, we may lose revenue from
traditional eyewear customers.

     As traditional eyewear users undergo laser vision correction  procedures or
other vision  correction  techniques,  the demand for certain contact lenses and
eyeglasses  will  decrease.  Due to the  fact  that  the  marketing  and sale of
eyeglasses and contact lenses is a significant part of our business,  a decrease
in customer  demand for these products  could have a material  adverse effect on
our sales of prescription eyewear, as well as those of our franchisees.


We are subject to a variety of state, local and federal regulations that affect
the health care industry, which may affect our ability to generate revenues or
subject us to additional expenses.

     The regulatory  requirements  that we and our  franchisees  must satisfy to
conduct our and their businesses,  varies from state to state. For example, some
states  have  enacted  laws  governing  the  ability  of  ophthalmologists   and
optometrists to enter into contracts with business  corporations or lay persons,
and some states prohibit  companies from computing their royalty fees based upon
a percentage of the gross  revenues  generated by  optometrists  from exam fees.
Various federal and state regulations also limit the financial and non-financial
terms of agreements  with health care  providers and,  therefore,  our potential
revenues  may  differ  depending  upon the  nature of our  various  health  care
provider affiliations.

     We and our  franchisees  are also  subject  to  regulations  regarding  our
franchise business and in-store laboratory operations, as well as the operation,
in California,  of VisionCare of California,  which is regulated by the State of
California Department of Managed Health Care. As a franchisor, we are subject to
various  registrations and disclosure  requirements imposed by the Federal Trade
Commission  and by many of the  states  in  which  we  conduct  our  franchising
operations.  The  Federal  Occupational  Safety  and Health  Act  regulates  our
in-store  laboratory  operations.  Although  we believe  that we are in material
compliance  with all applicable laws and/or  regulations,  we may not be able to
sustain compliance if these laws and/or regulations change in the future and, in
that event, we may have to incur significant expenses to maintain compliance.

If our subsidiary, VisionCare of California, is no longer permitted to employ
optometrists, then the revenue generated from our California Sterling Stores
would, in all likelihood, decrease materially, thereby decreasing our net income
and cash flow.

     A class action has recently  been  commenced  against us and  VisionCare of
California,  or VCC,  alleging that our operation of VCC, which employs licensed
optometrists,  violates  certain  provisions  of  the  California  Business  and
Professions  Code.  While we believe that we have  meritorious  defenses to this
action,  including our claim that VCC is a Specialized  Health Care  Maintenance
Organization  licensed under the California  Knox Keene Health Care Service Plan
Act of 1975, we may not prevail in this case and, in such event,  VCC would lose
its right to employ licensed optometrists.  In addition, the California Attorney
General has commenced  actions  against other Knox Keene  licensees  seeking the


                                       13



same  determination.  If VCC loses its ability to employ licensed  optometrists,
then our sales, net income and cash flow would, in all likelihood, decrease.


We may be exposed to significant risk from liability claims if we are unable to
obtain insurance, at acceptable costs, to protect us against potential liability
claims.

     The provision of professional  eyecare services entails an inherent risk of
professional  malpractice  and other  similar  claims.  We do not  influence  or
control  the  practice  of  optometry  by the  optometrists  that we  employ  or
affiliate with, nor do we have  responsibility for their compliance with certain
regulatory  and  other  requirements  directly  applicable  to these  individual
professionals.  As a  result  of  the  relationship  between  our  employed  and
affiliated   optometrists   and  us,  we  may  become  subject  to  professional
malpractice   actions  or  claims  under  various   theories   relating  to  the
professional  services  provided  by  these  individuals.  We may not be able to
continue to obtain adequate  liability  insurance at reasonable  rates, in which
event, our insurance may not be adequate to cover claims asserted against us, in
which  event,  our future  cash  position  could be reduced  and our  ability to
continue operations could be jeopardized.


Our operations and success are highly dependent upon health care providers, and
we may be unable to enter into favorable arrangements with these providers.

     Certain states prohibit us and our franchisees from employing  optometrists
to render  professional  services  on our and  their  behalf.  Accordingly,  the
success of our and their operations as full-service  eyecare providers,  depends
upon our and their  ability to enter into  agreements  with  these  health  care
providers  to  render  professional  services  at  Sterling  Stores.  Due to the
increased competition,  among large discounters of retail eyewear, to enter into
agreements with health care providers and the finite number of available  health
care  providers,  the costs of  compensating  these  health care  providers  has
increased  materially.  We and our  franchisees  may not be able to  enter  into
agreements  with these health care  providers on  satisfactory  terms,  or these
agreements may not be profitable to us or them,  which would reduce the revenues
we and our  franchisees  could  generate  from the  operation  of our and  their
Sterling Stores.


Certain events could result in a dilution of your ownership of our common stock.

     As of September  30,  2002,  we had  29,490,620  shares of our common stock
outstanding  and  9,585,991  shares that were  reserved for  issuance  under our
outstanding  warrants,  options  and senior  convertible  preferred  stock.  The
exercise  and  conversion  prices,  as the  case  may be,  of our  common  stock
equivalents  range from $0.01 to $8.25 per share.  If  converted  or  exercised,
these  securities will result in a dilution of your percentage  ownership of our
common stock. In addition,  if we acquire new companies  through the issuance of
our common or preferred  stock,  your  percentage  of ownership  will be further
diluted.



                                       14



We have created provisions in our governing documents which may make it
difficult for our business to be acquired or our directors to be removed.

     Our amended  and  restated  certificate  of  incorporation  and amended and
restated  by-laws  contain  certain  provisions that are intended to discourage,
delay or make it more  difficult  for a change of control  over our  business to
occur.  One of  these  provisions  is a  classified  board  of  directors  which
established  two classes of directors  which are  nominated on alternate  years.
Further,  our by-laws provide that special  meetings of shareholders may only be
called  by  resolution  of our board or by our chief  executive  officer,  chief
operating  officer or  president.  Our  charter  prevents  the  removal,  by our
shareholders, of directors who serve on our classified board of directors except
for  cause,  even if some or a  majority  of them  voted  for the  removal  of a
director.  Currently, we have authorized 5,000,000 shares of preferred stock, of
which we have  issued  and  outstanding  approximately  0.74  shares  of  senior
convertible  preferred stock,  which are convertible into an aggregate of 98,333
shares of our common stock.  Our board of directors has the authority to fix the
rights,  privileges,  and  preferences of the remaining  authorized but unissued
shares  of our  preferred  stock,  without  any  further  vote or  action by the
shareholders.  Therefore,  the rights of the holders of our common stock are and
may, in the future,  be subject to, and may be subjugated  by, the rights of the
holders of our senior convertible preferred stock, as well as the holders of any
additional  shares of our  preferred  stock  that may be  issued in the  future.
Currently,  until our  shares of senior  convertible  preferred  stock have been
converted  into common stock,  we cannot  consolidate,  merge or transfer all or
substantially all of our assets to any person or entity, unless the terms of the
consolidation,  merger  or  transfer  include  the  preservation  of the  senior
convertible  preferred stock. In addition,  we are subject to the  anti-takeover
provisions  of Section 912 of the Business  Corporation  Law of the State of New
York,  which could have the effect of delaying or preventing a change of control
over our business.


One of our directors may exercise significant influence over our company.

     As of September 30, 2002, Benito R. Fernandez, who is one of our directors,
beneficially  owned 6,301,075  shares of our common stock  (including the shares
underlying  warrants  to purchase  250,000  additional  shares of common  stock)
representing approximately 21.2% of our shares of common stock outstanding. As a
result,  Mr.  Fernandez  may control the election of our directors and all other
matters  that are  subject  to a vote of  shareholders.  This  concentration  of
ownership may also have the effect of delaying or preventing a change of control
of our  company,  even  if this  change  of  control  would  benefit  all of our
shareholders.


Risks Related to this Offering


The price of our common stock may decline before or after the subscription
rights expire.

     The public trading price of our common stock may decline after you exercise
your  subscription  rights.  If that occurs,  you will have committed to buy our
common  stock at a price above the  prevailing  market  price,  resulting  in an
immediate  unrealized  loss  to  you.  Moreover,   following  your  exercise  of



                                       15


subscription  rights,  you may not be able to sell your common  stock at a price
equal  to or  greater  than  the  subscription  price.  Until  certificates  are
delivered to you, which will not occur until after the closing of this offering,
you may not be able to sell the  common  stock you  purchase  in this  offering.
Certificates representing our common stock purchased by you will be delivered as
soon as  practicable  after the expiration of this  offering.  In addition,  the
market price of our common  stock may not rise above the  exercise  price of the
warrants and, accordingly, the warrants could expire worthless.


The rights offering may cause a dilution to your percentage ownership of us.

     If you do not exercise any of your rights,  then your percentage  ownership
of us will be reduced,  assuming other shareholders  exercise their rights. Even
if you participate in the rights offering,  your percentage  ownership of us may
be reduced if other  shareholders  exercise the warrants,  purchased by them, in
the rights offering and you do not.


Once you exercise your subscription rights, you may not revoke the exercise,
even if you no longer desire to invest in us.

     Once  you  exercise  your  subscription  rights,  you  may not  revoke  the
exercise.  Therefore,  even if circumstances arise, after you have subscribed in
the offering, that eliminate your interest in investing in our common stock, you
will  nevertheless  be  required  to  purchase  the  common  stock for which you
subscribed.


If you do not act promptly and follow instructions carefully, you may not be
able to participate in this offering and your current investment in our company
would be diluted.

     Shareholders  who desire to purchase units in this rights offering must act
promptly to ensure that all required forms and payments are actually received by
our  subscription  agent,  [ ],  prior to the  expiration  date.  If you fail to
complete and sign the required  subscription  forms,  send an incorrect  payment
amount,  or otherwise fail to strictly follow the  subscription  procedures that
apply to your  desired  transaction,  we may,  depending  on the  circumstances,
reject  your  subscription  or  accept  it only  to the  extent  of the  payment
received,  in which  event,  your  current  investment  in our company  would be
diluted.



                                       16


                                 USE OF PROCEEDS

     We will use the net proceeds from this  offering:  (i) first,  to repay the
remaining  principal  balance of our credit  facility  with  Horizons  Investors
Corp.; (ii) second, to repay the remaining  principal balance  outstanding under
our term loan with North Fork Bank;  and (iii) third,  to fund the completion of
our plan to close non-profitable  stores, and for general corporate purposes and
for working  capital.  Our gross proceeds from the rights offering depend on the
number of units that are purchased. If all of the subscription rights offered by
this  prospectus  are  exercised,  then we will  receive  net cash  proceeds  of
approximately  $1,850,000.  In addition,  if all of the warrants offered by this
prospectus  are  exercised,  then we will receive  additional  cash  proceeds of
approximately  $2,000,000,  assuming a warrant exercise price of $0.04, which we
would also use for general corporate purposes and for working capital.

                                  THE OFFERING

     Before exercising any rights, you should read carefully the information set
forth under the caption "Risk Factors" beginning on page 8 of this prospectus.


The Rights

     As  soon  as  practicable  after  the  date  of  this  prospectus,  we  are
distributing,  at no charge, to holders of our shares of common stock as of 5:00
p.m., New York City time, on the record date, [ ], 2003,  1.67  non-transferable
subscription  rights for every share of common  stock  owned at that time.  Each
right  entitles  you to purchase one unit for the  subscription  price of $0.04.
Each unit  consists of one share of common  stock and a warrant to purchase  one
additional  share of common  stock at an  exercise  price per share equal to the
average  of the last  sales  price of our  common  stock,  as  quoted on the OTC
Bulletin  Board,  during the ten (10) trading  days  immediately  preceding  the
closing of this  offering.  The warrants will be  exercisable  for twelve months
from their issuance date. You will not receive  fractional  subscription  rights
but,  instead,  we will round your  number of  subscription  rights  down to the
nearest whole number.  On October 23, 2002,  the day on which we announced  this
offering  and the  subscription  price,  the last  reported  sales price for our
shares of common stock on the OTC Bulletin Board was $0.04 per share.


Record Date

     [ ], 2003 at 5:00 p.m., New York City time. Only our shareholders of common
stock as of the record date will receive rights to subscribe for units.


Subscription Price

     The  subscription  price is $0.04 per unit,  payable in cash.  All payments
must be cleared on or before the expiration date.




                                       17


Basic Subscription Privilege

     You are  entitled to purchase one unit,  consisting  of one share of common
stock and a warrant to  purchase  one  additional  share of common  stock at the
exercise  price  described  above,  at the  subscription  price  for each  right
exercised.


Oversubscription Privilege

     If you exercise  your basic  subscription  privilege in full,  you may also
subscribe for additional units that other  shareholders have not purchased under
their  basic  subscription  privilege.  You may  purchase  a  percentage  of the
unsubscribed  units equal to the percentage of units  purchased by you under the
basic subscription privilege, as compared to the total number of units purchased
by all  shareholders,  including you, who are exercising their  oversubscription
privilege. If there are not enough units available to fill all subscriptions for
additional  units,  then the  available  units will be  allocated  pro rata,  in
successive  rounds,  based on the number of units each subscriber for additional
units has purchased under his, her or its basic subscription privilege.

     For   example,   if  there   are   900,000   available   units   under  the
oversubscription  privilege and the only oversubscribing  shareholders are a 10%
shareholder  subscribing  for  500,000  additional  units  and a 5%  shareholder
subscribing for 500,000 additional units, then the 10% shareholder would receive
500,000 units and the 5% shareholder  would receive the remaining 400,000 units,
as follows:  the subscription agent will initially allocate 500,000 units to the
10%  shareholder  and 250,000  units to the 5%  shareholder  according  to their
relative 2:1 ownership percentages and, thereafter,  will allocate the remaining
shares to the 5%  shareholder  since he, she or it was the only  shareholder  to
subscribe  for these units.  We will not allocate to you more than the number of
units you have actually  subscribed and paid for. As soon as  practicable  after
the expiration date, [ ], 2003, acting as our subscription agent, will determine
the  number of units  that you may  purchase  pursuant  to the  oversubscription
privilege.

     You are not entitled to exercise the oversubscription  privilege unless you
have fully exercised your basic subscription  privilege.  For this purpose,  you
would only count the shares you own in your own name,  and not other shares that
might,  for example,  be jointly held by you with a spouse,  held as a custodian
for someone else, or held in an individual retirement account.

     You can elect to exercise the  oversubscription  privilege only at the same
time you exercise your basic subscription privilege in full.

     In  exercising  the  oversubscription  privilege,  you  must  pay the  full
subscription  price for all of the units you are electing to purchase.  If we do
not  allocate  to you  all of the  units  you  have  subscribed  for  under  the
oversubscription privilege, we will refund to you, by mail, any payment you have
made for  units  which are not  being  made  available  to you,  promptly  after
completion of this offering. Interest will not be payable on amounts refunded.

     Banks,  brokers  and  other  nominees  who  exercise  the  oversubscription
privilege  on  behalf  of  beneficial  owners  of  shares  must  report  certain
information  to us and the  subscription  agent,  [ ], and record  certain other



                                       18


information  received from each beneficial owner exercising  rights.  Generally,
banks, brokers and other nominees must report:

     o the number of shares held on the record date on behalf of each beneficial
owner;

     o the  number of rights as to which the basic  subscription  privilege  has
been exercised on behalf of each beneficial owner;

     o that each beneficial  owner's basic subscription  privilege,  held in the
same capacity, has been exercised in full; and

     o the number of units  subscribed  for,  pursuant  to the  oversubscription
privilege, by each beneficial owner, if any.

     If you complete the portion of the  subscription  certificate  required for
you to exercise the  oversubscription  privilege,  you will be representing  and
certifying  that you have fully exercised your basic  subscription  privilege as
described above. You must exercise your  oversubscription  privilege at the same
time you exercise your basic subscription privilege.

     In some circumstances,  in order to comply with applicable state securities
laws, we may not be able to honor your basic and/or oversubscription privileges,
even if we have shares available and the above conditions are met.


Reasons for the Offering

     We  are  seeking  additional  equity  in  order  to  repay  certain  of our
indebtedness,  to obtain the funds  required in  connection  with the closure of
non-profitable  company-owned  stores,  and for  general  corporate  and working
capital purposes.  Our board of directors has chosen to give you the opportunity
to buy more  shares of our  common  stock on the same basis as each of our other
shareholders.


The Board Makes No Investment Recommendations to Shareholders

     Our board of directors has approved of this offering, but does not make any
recommendation  to you about whether you should exercise any of your rights.  In
making the decision to exercise or not exercise  your rights,  you must consider
your own best interests.

     If you  choose  not to  exercise  your  subscription  rights in full,  your
relative ownership interest in us will be diluted.  If you exercise your rights,
you risk an immediate loss on your  investment  because the trading price of our
common  stock may decline  below the  subscription  price before the offering is
completed.  We cannot assure you that the  subscription  price will remain below
any  trading  price for our  common  stock or that its  trading  price  will not
decline to below the  subscription  price during or after this  offering.  For a
summary of some of the risks a new investment  would entail,  see "Risk Factors"
beginning on page 8.


Expiration Time and Date

     The rights  expire on [ ], 2003 at 5:00 p.m.,  New York City time.  We have
the option of extending the expiration date for any reason,  although  presently
we do not intend to do so. Rights not exercised by the  expiration  date will be
null and void.




                                       19



     In order to exercise  rights in a timely  manner,  you must ensure that the
subscription  agent  actually  receives,  prior to expiration  of the rights,  a
properly  executed and completed  subscription  certificate,  together with full
payment  for all units  you wish to  purchase,  including  any units you wish to
purchase under your oversubscription privilege.


No Revocation

     You are not allowed to revoke or change your  exercise of rights  after you
send in your subscription form and payment,  even if you later learn information
about us that you consider to be unfavorable.


Determination of Subscription Price

     The subscription price is $0.04 per unit. Our board of directors determined
the per unit subscription price based upon a number of factors including:

     o our need for capital;
     o the average of the last  reported  sales price of our common stock during
the first ten trading days of October 2002;
     o the amount of proceeds desired;
     o the difficult market conditions  currently  prevailing for raising equity
capital;
     o general conditions in the securities markets;
     o alternatives available to us for raising capital; and
     o general economic, business and market conditions.

     The $0.04 per unit price  should not be  considered  an  indication  of the
actual value of our common  stock.  You may not be able to sell the common stock
purchased by you in this  offering at a price equal to or greater than $0.04 per
share.  In addition,  you may not be able to exercise the warrants issued to you
and sell the  underlying  common  stock for a profit.  The  market  price of our
common stock fluctuates and might decrease, either during or after the offering,
below the offering price.


Transferability of Subscription Rights

     Only you may exercise the  subscription  privilege.  You may not sell, give
away or otherwise  transfer the subscription  privilege.  The rights will not be
listed for trading on any stock exchange.



                                       20



Transferability of Warrants

     Only  you  may  exercise  the  warrants.  You may not  sell,  give  away or
otherwise transfer the warrants.  The warrants will not be listed for trading on
any stock exchange.


Extension, Withdrawal and Amendment

     We have the option of  extending  the period for  exercising  your  rights,
although  we do not intend to do so at this time.  We also  reserve the right to
withdraw or terminate this offering at any time and for any reason. In the event
that  this  offering  is  withdrawn  or  terminated,  all  funds  received  from
subscriptions  will be  returned  promptly.  We will  not  pay  interest  on any
returned funds. We will notify shareholders if we extend,  withdraw or terminate
this  offering by issuing a press release and filing that press release with the
Securities  and Exchange  Commission  as an exhibit to a Current  Report on Form
8-K.

     We  reserve  the right to amend the terms of this  offering.  If we make an
amendment that we consider significant, we will

     o mail  notice of the  amendment  to all  shareholders  of record as of the
record date;

     o extend the expiration date by at least ten days; and

     o offer all  subscribers  no less than ten days to revoke any  subscription
already submitted.

     The extension of the expiration date will not, in and of itself, be treated
as a significant amendment for these purposes.


Mailing of Subscription Certificates and Record Holders

     We are sending a subscription  certificate to each record holder,  together
with this prospectus and related  instructions to exercise the rights.  In order
to exercise rights, you must fill out and sign the subscription  certificate and
timely deliver it to the subscription agent,  together with full payment for the
units to be purchased.  Only the holders of record of our common stock as of the
close of business as of the record date may exercise rights.

     A depository bank, trust company or securities  broker or dealer which is a
record  holder  for more  than one  beneficial  owner of  shares  may  divide or
consolidate subscription  certificates to represent shares held as of the record
date by their  beneficial  owners,  upon providing the  subscription  agent with
certain required information.

     If you own shares held in a brokerage,  bank or other  custodial or nominee
account,  in order to  exercise  your rights you must  promptly  send the proper
instruction  form to the  person  holding  your  shares.  Your  broker,  dealer,
depository or custodian  bank or other person  holding your shares is the record
holder of your  shares  and will have to act on your  behalf in order for you to
exercise your rights. We have asked your broker,  dealer or other nominee holder
of our common stock to contact the beneficial  owner(s) thereof and provide them
with  instructions  concerning the rights the beneficial  owner(s) it represents
are entitled to exercise.




                                       21


Right to Block Exercise Due to Regulatory Issues

     We  reserve  the right to refuse  the  exercise  of rights by any holder of
rights who would,  in our  opinion,  be required to obtain  prior  clearance  or
approval  from any state or federal  regulatory  authority  for the  exercise of
rights or  ownership  of  additional  shares if, at the  expiration  date,  this
clearance or approval has not been  obtained.  We are not  undertaking to advise
you of any such required clearance or approval, nor to pay any expenses incurred
in seeking such clearance or approval.

     We are not offering or selling, or soliciting any purchase of, units in any
state or other jurisdiction in which this offering is not permitted.  We reserve
the right to delay the  commencement of this offering in certain states or other
jurisdictions if necessary to comply with local laws.  However, we may elect not
to offer units to residents of any state or other  jurisdiction whose laws would
require a change in this  offering  in order to carry out this  offering in such
state or jurisdiction.


Procedures to Exercise Rights

     Please do not send subscription certificates or related forms to us. Please
send the properly  completed and executed form of subscription  certificate with
full payment to the subscription agent for this offering,  [ ], or to the record
holder of your shares (such as your broker,  nominee or other custodial  holder,
if applicable).

     You  should  read  carefully  the  subscription   certificate  and  related
instructions  and forms which  accompany this  prospectus.  You should call toll
free at [ ] or collect at [ ], [ ], the information agent for this offering,  at
the address and telephone  number listed below under the caption "The Offering -
Questions and Assistance Concerning the Rights," promptly with any questions you
may have.

     You may exercise your rights by delivering to the subscription agent (or to
the record holder of your shares, if applicable), at the address specified below
and in  the  instructions  accompanying  this  prospectus,  on or  prior  to the
expiration date, the following:

     o  Properly  completed  and  executed  subscription   certificate(s)  which
evidence your rights. See "The Offering - Delivery of Subscription Certificates"
below, for instructions on where to send these;

     o Any required signature guarantees; and

     o  Payment  in full of the  subscription  price  for each  unit you wish to
purchase  under  your basic  subscription  privilege  and your  oversubscription
privilege.  See "The Offering - Required Forms of Payment of Subscription Price"
below, for payment instructions.


Required Forms of Payment of Subscription Price

     The  subscription  price is $0.04 per unit subscribed for, payable in cash.
All payments must be cleared on or before the expiration date.




                                       22


     If you exercise any rights,  you must deliver to the subscription agent (or
the record holder of your shares,  if applicable)  full payment in the form of a
certified or  cashier's  check or bank draft drawn upon a U.S.  bank,  or a U.S.
postal money order, payable to [ ], subscription agent.

     In order for you to timely  exercise your rights,  the  subscription  agent
must actually receive good funds, in payment of the subscription  price,  before
the expiration date.


Delivery of Subscription Certificates

     All  subscription  certificates,  payments  of the  subscription  price and
nominee  holder   certifications   and  Depository  Trust  Company   participant
oversubscription  exercise forms,  to the extent  applicable to your exercise of
rights, must be delivered to the subscription agent, [ ], as follows:


          By Mail:                                          By Hand:

     [                 ]                               [                 ]

                              By Overnight Courier:

                              [                 ]


Incomplete Forms; Insufficient Payment

     If you do not  indicate  on your  subscription  certificate  the  number of
rights being exercised,  or do not forward  sufficient payment for the number of
rights  that  you  indicate  are  being  exercised,  then  we  will  accept  the
subscription  certificate and payment only for the maximum number of rights that
may be exercised by you,  based on the actual  payment  delivered.  We will make
this  determination  as follows:  (i) you will be deemed to have  exercised your
basic  subscription  privilege to the full extent of the payment  received;  and
(ii)  if  any  funds  remain,   you  will  be  deemed  to  have  exercised  your
oversubscription  privilege  to the  extent  of the  remaining  funds.  We  will
promptly  return  any  payment  not  applied  to the  purchase  of units in this
offering. Interest will not be payable on amounts refunded.


Prohibition on Fractional Shares

     Each right entitles you to purchase one unit at the subscription  price. We
will accept any  inadvertent  subscription  indicating a purchase of  fractional
units,  by  rounding  down to the  nearest  whole unit and  promptly  refunding,
without interest, any payment received for a fractional unit.


Instructions to Nominee Holders

     If you are a broker,  trustee,  depository  for securities or other nominee
holder for beneficial  owners of our common stock,  we are  requesting  that you
contact such beneficial  owners as soon as possible to obtain  instructions  and



                                       23



related  certifications  concerning their rights.  Our request to you is further
explained in the suggested form of letter of  instructions  from nominee holders
to beneficial owners accompanying this prospectus.

     To the extent so instructed,  nominee holders should  complete  appropriate
subscription certificates on behalf of beneficial owners and, in the case of any
exercise of the oversubscription  privilege, the related form of "Nominee Holder
Certification",  and submit them on a timely basis to the subscription  agent, [
], with the proper payment.


Risk of Loss on Delivery of Subscription Certificate Forms and Payments

     Each  holder of rights  bears all risks of the method of  delivery,  to the
subscription   agent,   of  subscription   certificates   and  payments  of  the
subscription price.

     If subscription  certificates  and payments are sent by mail, you are urged
to send  these  by  registered  mail,  properly  insured,  with  return  receipt
requested,  and to allow a sufficient number of days to ensure delivery,  to the
subscription agent, and clearance of payment prior to the expiration date.

     You are required to pay, or arrange for payment, by means of a certified or
cashier's  check,  bank draft drawn upon a U.S.  bank,  or a U.S.  postal  money
order.


How Procedural and Other Questions are Resolved

     We are  entitled  to  resolve  all  questions  concerning  the  timeliness,
validity,  form and eligibility of any exercise of rights.  Our determination of
such questions will be final and binding. We, in our reasonable discretion,  may
waive any  defect or  irregularity,  or  permit a defect or  irregularity  to be
corrected within such time as we may determine, or reject the purported exercise
of any right because of any defect or irregularity.

     Subscription certificates will not be considered received or accepted until
all  irregularities  have been waived or cured within such time as we determine,
in our reasonable  discretion.  Neither we nor the  subscription  agent have any
duty to give you  notification of any state required  pre-clearance or approval,
nor any defect or irregularity in connection with the submission of subscription
certificates or any other required document or payment, although we may elect to
do so.  Neither  we nor the  subscription  agent will  incur any  liability  for
failure to give such notification.

     We reserve the right to reject any exercise of rights if the exercise  does
not comply with the terms of this  offering,  is not in proper  form,  or if the
exercise of rights would be unlawful or materially burdensome to us.




                                       24



Issuance of Shares of Common Stock and Warrants

     Shares of common stock and  warrants  purchased  in this  offering  will be
issued as soon as practicable after the expiration date. The subscription  agent
will  deliver  subscription  payments  to us  only  after  consummation  of this
offering and the issuance of certificates and warrants to our shareholders  that
exercised rights.


Shares of Common Stock Outstanding After the Rights Offering

     Assuming we issue all of the units offered in this rights offering, each of
which will  represent  one share of common  stock and a warrant to purchase  one
additional  share of common  stock,  approximately  79,491,000  shares of common
stock will be outstanding.  This would represent an approximately  170% increase
in the  number of  outstanding  shares  of  common  stock as of the date of this
prospectus.  In addition,  if all of the warrants we are offering are exercised,
then an  additional  50,000,000  shares  of  common  stock  will be  issued  and
outstanding.  If you do not exercise your subscription privilege, the percentage
of our common stock that you hold after the offering, will decrease.


Fees and Expenses

     We will pay all fees  charged  by the  subscription  agent and  information
agent.  You are responsible  for paying any other  commissions,  fees,  taxes or
other  expenses  incurred in connection  with the exercise of your  subscription
rights.  None of the subscription  agent,  the information  agent or us will pay
these expenses.


Subscription Agent

     We  have  appointed  [ ] as  subscription  agent  for  this  offering.  The
subscription  agent's  addresses  for packages  sent by hand,  mail or overnight
courier are:

           By Mail:                                          By Hand:

     [                 ]                               [                 ]

                              By Overnight Courier:

                               [                 ]

     The subscription  agent's  telephone number is [ ]. You should deliver your
subscription  certificate  and  payment  of the  subscription  price only to the
subscription  agent,  except  if your  shares  are held on  record  by a broker,
dealer,  nominee or other  custodial.  We will pay the fees and  expenses of the
subscription agent, which we estimate will total $[_______]. We have also agreed
to indemnify the  subscription  agent from any  liability  which it may incur in
connection with the offering.




                                       25


                                    IMPORTANT

     Please  carefully  read  the  instructions  accompanying  the  subscription
certificate and follow those  instructions in detail.  Do not send  subscription
certificates  directly to us. You are  responsible  for choosing the payment and
delivery  method  for your  subscription  certificate,  and you  bear the  risks
associated  with such  delivery.  If you  choose to  deliver  your  subscription
certificate  and payment by mail,  we recommend  that you use  registered  mail,
properly insured, with return receipt requested. We also recommend that you mail
your subscription certificate and payment a sufficient number of days prior to [
],  2003.  You are  required  to pay,  or  arrange  for  payment,  by means of a
certified  or  cashier's  check,  bank draft drawn upon a U.S.  bank,  or a U.S.
postal money order.


Questions and Assistance Concerning the Rights

     If you have any questions or need assistance  concerning the procedures for
exercising your  subscription  rights, or if you would like additional copies of
this  prospectus or the  instructions,  you should contact us or the information
agent, as follows:

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

      EMERGING VISION, INC.
100 Quentin Roosevelt Boulevard
           Suite 508
  Garden City, New York 11530
Attention: Christopher G. Payan         [Name and Address of Information Agent]
        (516) 390-2134
---------------------------------     ------------------------------------------


                    TAX CONSIDERATIONS OF THE RIGHTS OFFERING

Certain United States Federal Income Tax Consequences

     The  following   general  summary  of  the  material   federal  income  tax
consequences  of the rights  offering is based upon the advice of Piper  Rudnick
LLP, our special counsel.  This summary is based on the Internal Revenue Code of
1986, as amended ("Code"), the Treasury regulations  promulgated under the Code,
judicial authority and current  administrative rules and practice,  all of which
are subject to change on a prospective or retroactive basis.

     The tax  consequences  of this offering under state,  local and foreign law
are not discussed.  The  consequences of this offering with respect to any taxes
other than income taxes also are not discussed. Moreover, special considerations
not  described  in this  summary  may apply to some  taxpayers  or some types of
taxpayers, including financial institutions,  broker-dealers, nominee holders of
our shares,  life  insurance  companies,  tax-exempt  organizations  and foreign
taxpayers. The following discussion is limited to those who have held the common
stock, and will hold the rights and any common stock and warrants  acquired upon
the exercise of the rights,  as capital  assets  (generally,  property  held for
investment) within the meaning of Section 1221 of the Code.




                                       26


     You  are  urged  to  consult  your  own tax  advisor  with  respect  to the
particular  federal  income  or  other  income  tax  consequences  to you of the
offering, as well as the tax consequences under state, local and foreign law and
the possible effects of any change in any such laws.


Receipt of Rights

     You will not recognize  taxable income for federal income tax purposes upon
receipt of the rights.

     Your basis in your common stock upon which the rights are distributed, will
be  allocated  among the  common  stock and the  rights in  proportion  to their
respective  fair market values,  as determined by us, on the day you receive the
rights.  However,  if the fair market  value of your rights at the time they are
received is less than 15% of the fair market  value of the common  stock you own
on the date of the receipt of your rights,  then no portion of your basis in the
common stock will be allocated  to the rights,  unless you so elect.  You should
consult your own tax adviser concerning whether and how to make such an election

     Since the rights will not be transferable, it may be difficult to establish
the fair market value of the rights and hence the  allocation of basis among the
common stock and rights.

     Your  holding  period with  respect to the rights will include your holding
period for the common stock with respect to which the rights were distributed.


Exercise of the Rights

     You will not recognize any gain or loss if you exercise your rights.

     If you exercise  your rights,  you will receive  common stock and warrants.
The basis of your common stock  received upon exercise of the warrants,  will be
equal  to the sum of (i)  the  portion  of  your  basis  in the  rights  that is
allocable  to the right to acquire  common  stock,  and (ii) the  portion of the
exercise  price that is allocable to the common stock.  Similarly,  the basis of
the warrants that you receive upon exercise, will be equal to the sum of (i) the
portion of your basis in the rights  that is  allocable  to the right to receive
warrants,  and (ii) the portion of the  exercise  price that is allocable to the
warrants.  The  basis in your  rights,  if any (as  determined  above),  will be
allocated  among  the right to  receive  common  stock and the right to  receive
warrants in  proportion  to the relative  fair market values of the common stock
and warrants on the date of the  distribution of the rights.  The exercise price
paid will be allocated  among the common  stock and warrants  received by you in
proportion  to their  relative  fair market  values on the day you exercise your
rights.

     Your holding  period in the common stock and warrants  received by you upon
exercise of your rights, will begin on the day you exercise your rights.




                                       27


Lapse of the Rights

     If you allow  your  rights to  lapse,  no gain or loss will be  recognized.
However, the basis of your common stock upon which such rights were distributed,
will be increased by the basis, if any, in the rights which lapsed.


Exercise of Warrants

     You will not recognize gain or loss upon the exercise of your warrants. The
basis of the common stock acquired through exercise of your warrants will be the
basis of the warrants (as  determined  above) plus the exercise  price paid upon
your exercise of the warrants.  The holding  period of the common stock received
by you upon  exercise of your  warrants,  will begin on the day the warrants are
exercised.


Lapse of Warrants

     If your warrants expire prior to having been exercised,  you will recognize
a loss equal to the basis in such  warrants.  Such loss will be a capital  loss,
and will be long-term or short term  depending  upon whether your holding period
in the lapsed warrants  (which,  as discussed  above,  will begin on the day you
received your warrants) is more than one year.

     The foregoing summary is included for general informational  purposes only.
Accordingly,  we urge you to consult  with your own tax advisor  with respect to
the tax  consequences of the rights  offering  applicable to your own particular
situation,  including the  application  and effect of state and local income and
other tax laws.


                        DESCRIPTION OF OUR CAPITAL STOCK

General

     We are authorized to issue  150,000,000  shares of common stock,  $0.01 par
value, and 5,000,000 shares of preferred stock, $0.01 par value. As of September
30, 2002, we had  29,672,957  shares of common stock issued,  182,337  shares of
which are held in our treasury and 29,490,620  shares of which were outstanding,
and approximately 0.74 shares of our senior  convertible  preferred stock issued
and  outstanding,  convertible  into an aggregate of 98,333 shares of our common
stock.


Common Stock

     Holders of shares of our common stock are entitled to dividends when and as
declared by our board of directors  from legally  available  funds therefor and,
upon   liquidation,   are  entitled  to  share  pro  rata  in  any   shareholder
distributions,  after payment of all debts and other  liabilities and subject to
the prior  rights of any holders of our  preferred  stock.  However,  we have no
intention  to pay  dividends  on shares of our common  stock in the  foreseeable
future,  as our board of directors has decided to retain earnings to finance our
operations and possible expansion.  Each holder has one, non-cumulative vote for
each  share  held.   The  holders  of  our  common  stock  have  no  preemptive,
subscription, redemption or conversion rights.




                                       28


Preferred Stock

     We have designated 35 shares of our preferred  stock as senior  convertible
preferred stock, of which  approximately 0.74 shares were issued and outstanding
as of September 30, 2002. The holders of the senior convertible  preferred stock
vote as a single class with the common stock, on an  as-converted  basis, on all
matters on which the  holders of the common  stock are  entitled  to vote.  Each
outstanding  share of  senior  convertible  preferred  stock  may  currently  be
converted into common stock at the conversion price of $0.75 per share.

     Until the senior convertible preferred stock has been converted into common
stock, we cannot consolidate,  merge or transfer all or substantially all of our
assets to any person, unless the terms of the consolidation,  merger or transfer
include the preservation of the senior  convertible  preferred stock. There is a
liquidation  preference  of $100,000 per share of senior  convertible  preferred
stock.


Units

     We are offering an aggregate of up to 50,000,000  units. Each unit which we
are offering pursuant to this prospectus  contains one share of our common stock
and one warrant to purchase one  additional  share of common  stock.  The common
stock and the warrant included in each unit will be immediately separable. Units
may be purchased until [ ], 2003, the expiration date of this offering.


Warrants

     As of September 30, 2002,  there were  outstanding  warrants to purchase an
aggregate  of  5,202,189   shares  of  our  common  stock,   exercisable   at  a
weighted-average  exercise  price of  approximately  $3.76  per  share,  through
various  expiration  periods  ranging  from  December  2004 to  April  2008.  In
addition,  each unit  contains a warrant to purchase one share of common  stock.
The  warrants are  exercisable  at a price per share equal to the average of the
last  reported  sales price of our common  stock,  as quoted on the OTC Bulletin
Board,  during the ten (10) trading days immediately  preceding the closing date
of this offering, subject to adjustment in certain circumstances,  and expire on
the twelfth month anniversary of their issuance. We have authorized the issuance
of up to 50,000,000  warrants to purchase an aggregate of  50,000,000  shares of
common stock and will reserve that number of shares of common stock required for
issuance upon exercise of the warrants issued in this rights  offering.  None of
these warrants are currently issued and outstanding.

     The  exercise  prices and number of shares of common  stock  issuable  upon
exercise of the warrants  are subject to  adjustment  in certain  circumstances,
including  in the  event of a stock  dividend,  stock  split,  recapitalization,
reorganization, merger or consolidation. Holders of the warrants do not have the
rights or  privileges  of holders of common  stock.  The  warrants  to be issued
hereunder  are part of the  units  to be sold in this  rights  offering.  To the
extent that the warrants are exercised,  the  proportionate  equity ownership of
holders of our common stock who do not exercise warrants, will decrease.

     Warrants are  generally  more  speculative  than the shares of common stock
which  are  issuable  upon the  exercise  of  warrants.  A  warrant  may  become
valueless,  or of reduced value,  if the market price of the  underlying  common
stock decreases, or increases only modestly, over the term of the warrant.




                                       29



Stock Options

     As of September  30, 2002,  there were  outstanding  options to purchase an
aggregate of 4,285,469  shares of our common  stock at exercise  prices  ranging
from $0.08 to $8.25 per share,  of which  options to purchase  4,132,133  shares
were  exercisable,  with the balance being subject to vesting,  generally over a
three-year period.


                                  LEGAL MATTERS

     The  validity of the common  stock that is being  offered  pursuant to this
prospectus will be passed upon by Piper Rudnick LLP, New York, New York.


                                     EXPERTS

     The financial  statements and schedules  incorporated  by reference in this
prospectus and elsewhere in the registration statement, of which this prospectus
forms a part,  have been  audited by Arthur  Andersen  LLP,  independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
included in this  prospectus  in  reliance  upon the  authority  of said firm as
experts in accounting and auditing in giving said reports.  Prior to the date of
this  prospectus,  Arthur Andersen was indicted in connection with its rendering
of  services  to another  company.  Therefore,  Arthur  Andersen  withdrew  from
practice  before the SEC,  effective  prior to the date hereof,  and many of the
accountants  at  Arthur  Andersen  have  left  their  current  jobs or have been
searching  for  a new  place  of  employment.  Based  on  these  factors,  after
reasonable  efforts,  we were unable to obtain Arthur Andersen's  consent to the
inclusion of their report, dated April 8, 2002.  Accordingly,  we have dispensed
with the  requirement  to file their  consent in reliance  upon Rule 437a of the
Securities  Act.  Because Arthur  Andersen has not consented to the inclusion of
their report in this prospectus,  you will not be able to recover against Arthur
Andersen under Section 11 of the Securities Act, for any untrue  statements of a
material fact contained in the financial  statements audited by Arthur Andersen,
or any omissions to state a material fact required to be stated therein.


                       WHERE YOU CAN FIND MORE INFORMATION

     This prospectus is part of a registration statement on Form S-3 that we are
filing with the SEC. Certain information in the registration  statement has been
omitted from this prospectus in accordance with the rules of the SEC.

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. Our File Number is 1-14128.



                                       30


     You may read and copy, at prescribed  rates,  materials  that we have filed
with the SEC, including the registration  statement, at the SEC public reference
room located at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549. You
may call the SEC at  1-800-732-0330  for  further  information  about the public
reference  room.  We are also  required  to file  electronic  versions  of these
documents  with the SEC,  which  may be  accessed  through  the  SEC's web site,
http://www.sec.gov.

     We have not authorized any dealer,  salesperson or other person to give any
information or represent  anything not contained in this prospectus.  You should
not rely on any unauthorized information. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any units in any jurisdiction
in which it is unlawful. The information in this prospectus is current as of the
date on the cover, only.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "Incorporate  by  Reference",  into this  prospectus,
certain of our publicly filed documents,  which means that information  included
in these  documents is considered a part of this  prospectus.  We incorporate by
reference into this prospectus the following documents:

     o Our Annual Report on Form 10-K for the year ended December 31, 2001.

     o Our Annual Report on Form 10-K/A for the year ended December 31, 2001.

     o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

     o Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

     o Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2002.

     o Our Current Report on Form 8-K, filed on February 4, 2002.

     o Our Current Report on Form 8-K, filed on June 24, 2002.

     o Our Current Report on Form 8-K, filed on August 12, 2002.

     o Our Current Report on Form 8-K, filed on October 23, 2002.

     o Our Definitive Proxy Statement, filed on June 18, 2002.

     o  Our   description  of  our  common  stock  which  is  contained  in  our
registration statement on Form 8-A, filed on December 5, 1995.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  will be deemed to be incorporated by reference into this  prospectus.
Any  statement  contained  in a  document  incorporated  by  reference  in  this
prospectus,  will be deemed to be modified or  superseded,  for purposes of this
prospectus,  to the  extent  that  a  statement  in  this  prospectus  or in any
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  in this  prospectus,  modifies  or  supersedes  such  statement.  Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.




                                       31



     If you are a  shareholder,  you may  request  a copy of any or all of these
documents  incorporated  by  reference,  at no  cost,  by  contacting  us at the
following  address or  telephone  number:  Emerging  Vision,  Inc.,  100 Quentin
Roosevelt  Boulevard,  Suite  508,  Garden  City,  New  York  11530,  Attention:
Christopher G. Payan, Chief Financial Officer, Telephone No.: (516) 390-2134.


                           FORWARD-LOOKING STATEMENTS

     This  prospectus  contains  or  incorporates   forward-looking  statements,
including statements regarding, among other items, our business strategy, growth
strategy and anticipated trends in our business.  We may make additional written
or oral forward-looking  statements from time to time in filings with the SEC or
otherwise.  When we use the words "believe," "expect,"  "anticipate,"  "project"
and similar  expressions,  this should alert you that this is a  forward-looking
statement. Forward-looking statements speak only as of the date the statement is
made.

     These  forward-looking  statements  are based largely on our  expectations.
They are subject to a number of risks and uncertainties, some of which cannot be
predicted or  quantified  and are beyond our control.  Future  events and actual
results could differ  materially  from those set forth in,  contemplated  by, or
underlying these  forward-looking  statements.  Statements in this prospectus or
made in documents  incorporated  into this  prospectus  by  reference,  describe
factors that could contribute to, or cause differences between, our expectations
and actual results.

     We have  described  many of these  factors  in "Risk  Factors"  and  "About
Emerging  Vision,   Inc."  Because  of  these  risks  and   uncertainties,   the
forward-looking information contained in this prospectus may not, in fact, occur
or  prove to be  accurate.  All  subsequent  written  and  oral  forward-looking
statements  attributable  to us or persons  acting on our behalf,  are expressly
qualified in their entirety by this section.






                                       32




                                                                  
=====================================================                ===================================================

Emerging  Vision,   Inc.  has  not  authorized  any
person to give you  information  that  differs from
the  information  in this  prospectus.  You  should                                   50,000,000 UNITS
rely solely on the  information  contained  in this
prospectus.  This  prospectus  is not an  offer  to                                EMERGING VISION, INC.
sell these  securities,  and we are not  soliciting
offers to buy these securities,  in any state where
the  offer  or  sale  of  these  securities  is not
permitted.  The  information in this  prospectus is                                   RIGHTS OFFERING
accurate  only as of the  date of this  prospectus,
even if this  prospectus  is delivered to you after
the  prospectus  date,  or you buy shares of common
stock or warrants of Emerging  Vision,  Inc.  after
the prospectus date.
                                                                                Each Unit Consisting of One
                                                                                   Share of Common Stock
                                                                                 and a Warrant to Purchase
                                                                                    One Additional Share
                                                                                      of Common Stock




                                                                               _____________________________

                                                                                         PROSPECTUS
                                                                               _____________________________


                                                                                     [          ], 2003


=====================================================                ===================================================




                                       33



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14. Other Expenses of Issuance and Distribution.


     The following table sets forth the costs and expenses payable in connection
with the sale of the common stock being  registered  hereby.  Except for the SEC
registration fee, all expenses are estimated:

          Item                                                         Amount
          ----                                                         ------
          SEC registration fee......................................   $  368
          Printing and engraving expenses...........................      [  ]
          Legal fees and expenses...................................      [  ]
          Accounting fees and expenses..............................      [  ]
          Subscription agent fees and expenses......................      [  ]
          Information agent fees and expenses.......................      [  ]
          Blue sky fees and expenses................................      [  ]
          Miscellaneous.............................................      [  ]
                                                                       -------
          Total.....................................................   $  [  ]

     All expenses incurred in connection with this offering will be borne by the
Registrant.  The  selling  stockholder  will  be  responsible  for  all  selling
commissions, transfer taxes and related charges in connection with the offer and
sale  of the  units  offered  by the  prospectus  constituting  a part  of  this
registration statement.


Item 15. Indemnification of Directors and Officers.

     The Business Corporation Law of the State of New York ("BCL") provides that
if a derivative action is brought against a director or officer,  the Registrant
may indemnify  him or her against  amounts paid in settlement of such action and
reasonable  expenses,  including  attorneys'  fees  incurred  by  him  or her in
connection  with the defense or settlement  of such action,  if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant,  except that no indemnification  may
be made, without court approval, in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such  director  or  officer  has  been  found  liable  to the  Registrant.  In a
nonderivative  action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against  judgments,  fines,  amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending  such action,  if such  director or officer acted in good faith
for a purpose which he or she reasonably believed to be in the best interests of
the Registrant.




                                      II-1




     Under  the BCL,  a  director  or  officer  who is  successful,  either in a
derivative or nonderivative  action, is entitled to  indemnification as outlined
above. Under any other circumstance, such director or officer may be indemnified
only if certain  conditions  specified in the BCL are met.  The  indemnification
provisions  of the BCL are not exclusive of any other rights to which a director
or officer seeking indemnification may be entitled pursuant to the provisions of
the  certificate  of  incorporation  or the  by-laws of a  corporation  or, when
authorized  by such  certificate  of  incorporation  or  by-laws,  pursuant to a
shareholders'  resolution, a directors' resolution or an agreement providing for
such indemnification.

     The above is a general summary of certain  indemnity  provisions of the BCL
and is  subject,  in all cases,  to the  specific  and  detailed  provisions  of
Sections 721-725 of the BCL.

     Our amended and  restated  certificate  of  incorporation  provides  that a
director  shall not be  liable to us or our  shareholders  for  damages  for any
breach of duty in such capacity, except for liability in the event a judgment or
other final  adjudication,  adverse to such director,  establishes  that his/her
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation of law, or that such director  personally  gained a financial
profit or other advantage to which he/she was not legally entitled, or that such
director's  acts  violated  Section 719 of the BCL.  Our  amended  and  restated
by-laws  provide for our  indemnification  of  directors  and  officers,  to the
fullest extent permitted by applicable law, for all costs reasonably incurred in
connection with any action, suit or proceeding in which such director or officer
is made a party by virtue  of his or her being an  officer  or  director  of the
Registrant, if such director or officer acted in good faith, for a purpose which
he/she  reasonable  believed to be in the best interests of our business and, in
criminal actions or proceedings, had no reasonable cause to believe that his/her
conduct was unlawful.  We have not entered into indemnification  agreements with
any of our directors.


Item 16. Exhibits

     The following exhibits were filed as part of this registration statement:

Exhibit Number      Description of Document
--------------      -----------------------
4.1                 Specimen of Common Stock Certificate (incorporated by
                    reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-1, 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)

4.3                 Form of warrant issued to purchasers in the Registrant's
                    private placement of units consisting of Series B
                    Convertible Preferred Stock and warrants to purchase common
                    stock (incorporated by reference to Exhibit 4.2 to the
                    Registrant's Registration Statement on Form S-3, No.
                    333-37160)




                                      II-2



4.4                 Form of warrant issued to the Placement Agents (and/or their
                    respective designees) in connection with the Registrant's
                    private placement (incorporated by reference to Exhibit 4.3
                    to the Registrant's Registration Statement on Form S-3,
                    No. 333-37160)

5.1*                Opinion of Piper Rudnick LLP

8.1*                Tax Opinion of Piper Rudnick LLP

23.1*               Consent of Piper Rudnick LLP (included in Exhibit 5.1)

24.1                Power of Attorney (appears on signature page to initial
                    filing of this Form S-3)

99.1*               Form of Subscription Certificate

99.2*               Form of Warrant

99.3*               Form of Letter to Shareholders

99.4*               Form of Letter to Brokers

99.5*               Instructions to Shareholders

99.6*               Form of Subscription Agent Agreement

99.7*               Form of Information Agent Agreement

* To be filed by amendment.


Item 17. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which offers or sales of the shares being
registered   hereby  are  being  made,  a   post-effective   amendment  to  this
Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act");

     (ii) To reflect in such  prospectus  any facts or events  arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or together,  represent a fundamental
change  in  the   information   contained   in  this   Registration   Statement.
Notwithstanding  the  foregoing,  any  increase  or  decrease  in the  volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was registered), and any deviation from the low or high end of
the estimated maximum offering range, may be reflected in the form of prospectus




                                      II-3



filed with the SEC pursuant to Rule 424(b)  promulgated under the Securities Act
if, in the aggregate,  the changes in volume and price  represent no more than a
20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table of this Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  shall  not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and  incorporated  by  reference  in this  Registration
Statement;

     2. That, for the purpose of determining liability under the Securities Act,
it shall treat each post-effective  amendment as a new registration statement of
the securities offered hereby, and treat the offering of the securities, at that
time, as an initial bona fide offering; and

     3. To remove from registration, by means of a post-effective amendment, any
of  the  securities  being  registered   hereby  which  remains  unsold  at  the
termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration  Statement,  shall be
deemed to be a new  registration  statement  relating to the securities  offered
hereby, and the offering of such securities, at that time, shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such liabilities, other than the payment, by the Registrant, of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding, is asserted by such
director,  officer or controlling person in connection with the securities being
registered  hereby,  the Registrant will, unless, in the opinion of its counsel,
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction the question as to whether such indemnification by the
Registrant is against  public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.




                                      II-4



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this  Registration  Statement on Form S-3 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Garden City, State of New
York, on January 15, 2003.

                                              EMERGING VISION, INC.


                                     By:      /s/Christopher G. Payan
                                              ---------------------------
                                              Christopher G. Payan
                                              Co-Chief Operating Officer,
                                              Chief Financial Officer, Senior
                                              Vice President, Treasurer and
                                              Secretary










                                      II-5



     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated:


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

/s/ Christopher G. Payan    Co-Chief Operating Officer,        January 15, 2003
------------------------    Senior Vice President, Chief
Christopher G. Payan        Financial Officer, Treasurer
                            and Secretary (Co-Principal
                            Executive Officer and Principal
                            Financial and Accounting Officer)

                       *    Co-Chief Operating Officer and     January __, 2003
------------------------    Chief Marketing Officer (Co-
Samuel Z. Herskowitz        Principal Executive Officer)

                       *    Co-Chief Operating Officer and     January __, 2003
------------------------    Senior Vice President-Business
Myles Lewis                 Development (Co-Principal
                            Executive Officer)

                       *    Chairman of the Board of           January __, 2003
------------------------    Directors
Alan Cohen, O.D.

                       *    Director                           January __, 2003
------------------------
Robert Cohen, O.D.

                            Director                           January __, 2003
------------------------
Joel L. Gold

                       *    Director                           January __, 2003
------------------------
Benito R. Fernandez


* By: /s/ Christopher G. Payan
     --------------------------
      Christopher G. Payan
      Attorney-in-fact


                                      II-6



                              EMERGING VISION, INC.
                                    FORM S-3
                             REGISTRATION STATEMENT
                                  EXHIBIT INDEX


Exhibit Number      Description of Document
--------------      -----------------------
4.1                 Specimen of Common Stock Certificate (incorporated by
                    reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-1, 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)

4.3                 Form of warrant issued to purchasers in the Registrant's
                    private placement units consisting of Series B Convertible
                    Preferred Stock and warrants to purchase common stock
                    (incorporated by reference to Exhibit 4.2 to the
                    Registrant's Registration Statement on Form S-3, No.
                    333-37160)

4.4                 Form of warrant issued to Placement Agents (and/or their
                    respective designees) in connection with the Registrant's
                    private placement (incorporated by reference to Exhibit 4.3
                    to the Registrant's Registration Statement on Form S-3,
                    No. 333-37160)

5.1*                Opinion of Piper Rudnick LLP

8.1*                Tax Opinion of Piper Rudnick LLP

23.1*               Consent of Piper Rudnick LLP (included in Exhibit 5.1)

24.1                Power of Attorney (appears on signature page to initial
                    filing of this Form S-3)

99.1*               Form of Subscription Certificate

99.2*               Form of Warrant

99.3*               Form of Letter to Shareholders

99.4*               Form of Letter to Brokers

99.5*               Instructions to Shareholders

99.6*               Form of Subscription Agent Agreement

99.7*               Form of Information Agent Agreement

* To be filed by amendment.





                                      II-7