As filed with the Securities and Exchange Commission on February 12, 2002
                                                        Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-2
                             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           (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)

                               Joseph Silver, Esq.
                Vice President-Legal Affairs and General Counsel
                         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 Marbury Rudnick & Wolfe 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 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,
check the following box. |X|

     If the  registrant  elects to deliver its latest  annual report to security
holders, or a complete and legible facsimile thereof,  pursuant to Item 11(a)(1)
of this Form, check the following box. |_|

     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
====================  ============  ==============  ==============  ============
                                       Proposed       Proposed
Title of each class      Amount         maximum        maximum       Amount of
class of securites        to be     offering price    aggregate     registration
 to be registered      registered      per unit     offering price      fee
--------------------  ------------  --------------  --------------  ------------
--------------------  ------------  --------------  --------------  ------------
common stock, par       3,825,000     $0.0875 (1)      $334,688       $30.79(1)
value $.01 per share      shares

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

     (1)  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
February 11, 2002.


     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  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

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





PROSPECTUS                              Subject to Completion, February 12, 2002

                              EMERGING VISION, INC.


                        3,825,000 shares of common stock



     We are furnishing this document to you to allow the selling  stockholder to
sell up to an aggregate of 3,825,000  shares of our common stock  consisting  of
1,325,000  shares of our common stock  outstanding  and 2,500,000  shares of our
common stock to be issued upon the exercise of warrants. The selling stockholder
may sell these shares from time to time in regular  brokerage  transactions,  in
transactions   directly   with  market   makers  or  in   privately   negotiated
transactions.



     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"ISEE.OB".  On February 11, 2002,  the last  reported  sales price of our common
stock as reported on the OTC Bulletin Board was $0.075 per share.



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



     A copy of our annual  report on Form 10-K,  as amended,  for the year ended
December  31,  2000  and a copy of our  quarterly  report  on Form  10-Q for the
quarter ended September 30, 2001 accompany this prospectus.



     Neither the  Securities and Exchange  Commission  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 ____________, 2002






                                TABLE OF CONTENTS




     ABOUT EMERGING VISION, INC.............................................1


     RISK FACTORS...........................................................3


     THE OFFERING...........................................................10


     USE OF PROCEEDS........................................................10


     SELLING STOCKHOLDER....................................................10


     PLAN OF DISTRIBUTION...................................................11


     DESCRIPTION OF OUR CAPITAL STOCK.......................................13


     LEGAL MATTERS..........................................................14


     EXPERTS................................................................14


     WHERE YOU CAN FIND MORE INFORMATION....................................14


     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................16


     FORWARD-LOOKING STATEMENTS.............................................17






                           ABOUT EMERGING VISION, INC.

     We are one of the leaders in the  development  and  operation of franchised
and company-owned retail optical stores. We, along with our franchisees, develop
and operate retail optical stores  principally  under the trade names  "Sterling
Optical" and "Site for Sore Eyes,"  which we refer to as  "Sterling  Stores." We
also operate  VisionCare of California,  a specialized  health care  maintenance
organization licensed by the California  Department of Corporations.  VisionCare
of  California  employs  licensed  optometrists  who render  services in offices
located  immediately  adjacent to, or within,  most Sterling  Stores  located in
California.

     Based upon our number of locations of company-owned and franchised  stores,
we are one of the largest chains of retail optical stores and the second largest
chain of franchised  optical  stores in the United  States.  As of September 30,
2001, we had 210 Sterling  Stores in operation,  33 of which were  company-owned
stores,  including  7 stores  managed  by  franchisees,  and 170 of  which  were
franchised  stores.  Currently,  Sterling  Stores are located in 26 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 related 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  written by these employed or affiliated
optometrists,  as well as 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.

     Although  we entered  into  different  businesses  related  to the  eyecare
industry over the past few years, we recently  decided to concentrate all of our
efforts on the retail optical business. We recently added several new members to
our board of directors and several new senior executives,  including a new chief
executive  officer  who has  extensive  experience  in the  operation  of retail
optical businesses.

     In connection  with our decision to  concentrate  our efforts on our retail
optical business,  we recently ceased operating and have sold  substantially all
of the assets of Insight Laser Centers, Inc., which is a 66.65% owned subsidiary
of ours and  which  previously  specialized  in the  operation  of laser  vision
correction centers offering refractive laser surgical procedures.

     In 1998,  we  purchased  substantially  all of the assets of a full service
ambulatory  surgery center located in Garden City,  New York;  however,  we sold
these assets back to the owner of this facility on May 31, 2001.

     In 2000, we began developing a web-based,  optical portal business that was
intended  to focus on  business-to-business  opportunities.  In  support of this
strategy,  we  completed a private  placement  of our  securities  from which we
raised in excess of $10 million.  However,  on March 28, 2001,  we announced our
board of directors' decision to discontinue further development of this business
and have since  disposed  of  substantially  all of our  assets  related to this
venture.



     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,
Garden City, New York 11530.  Our telephone number is (516) 390-2100 and our fax
number is (516) 390-2150.

                                      -2-

                                  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 of 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 minimum  bid price for our  common  stock of $1.00 per  share.  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 by Nasdaq.  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 ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.

     On February 11, 2002, the last reported sales price of our common stock was
$0.075.  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. For transactions covered by these rules,  broker-dealers must
satisfy certain additional  administrative criteria in order to effectuate sales
of our common stock.  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.

WE HAVE INCURRED A SUBSTANTIAL NET LOSS FOR EACH OF THE YEARS ENDED DECEMBER 31,
1998, 1999 AND 2000, AS WELL AS A LOSS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER
30, 2001, AND MAY NOT ATTAIN PROFITABILITY IN THE FUTURE.

     We suffered a substantial net loss for each of the years ended December 31,
1998, 1999 and 2000, as well as a loss for the nine month period ended September
30,  2001.  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 implement and execute our business
plan.

                                      -3-


WE MAY NOT EXECUTE OUR BUSINESS PLAN SUCCESSFULLY WHICH WOULD NEGATIVELY IMPACT
OUR ABILITY TO MAINTAIN ADEQUATE LIQUIDITY.

     Our  ability to improve  our cash flow  during  fiscal  2002 will depend in
large  part on our  ability  to  successfully  implement  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;  implementing  new marketing  programs;  and
seeking additional equity or debt financing, if available.

WE HAVE INCURRED SIGNIFICANT CASH FLOW LOSSES TO DATE AND WILL, IN ALL
LIKELIHOOD, REQUIRE ADDITIONAL FINANCING, WHICH MAY BE DIFFICULT TO OBTAIN AND
MAY DILUTE ANY OF YOUR OWNERSHIP INTERESTS IN US.

     We have incurred,  and anticipate that we will incur,  substantial  capital
and  operating  cash flow losses for the  foreseeable  future in that we will be
required to make substantial cash disbursements, including disbursements related
to marketing and business  development  that may be in excess of our income.  We
expect these expenses to result in significant 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.  In this regard,  on January 23,
2002,  we obtained $1 million of debt  financing  from a related  party,  and $1
million of debt  financing  from a bank,  which the same  related  party and its
principal shareholder fully guaranteed,  all in exchange for our issuance to the
related party of 2,500,000 warrants to purchase shares of our common stock at an
exercise price of $0.01 per share. A portion of the aggregate  financing will be
used to fund the aforementioned  expenses and/or cash flow losses. However, even
if we are able to generate a positive cash flow from operations, we will, in all
likelihood,  require  additional  capital  to expand our  operations  by opening
and/or acquiring  additional Sterling Stores. This 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, will
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.

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.

                                      -4-


     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 area.  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
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  retail  optical  stores  and may be  competing
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 such individual  shareholders/members to enter into business relationships
that compete with us and cause a decrease in our revenues.

WE SIGNIFICANTLY DEPEND ON THE ABILITY AND EXPERIENCE OF CERTAIN MEMBERS OF OUR
MANAGEMENT, AND THEIR DEPARTURE MAY ADVERSELY AFFECT OUR ABILITY TO IMPLEMENT
OUR BUSINESS PLAN AND ATTAIN PROFITABILITY.

     We rely on the skills of certain  members of our senior  management team to
guide our operations  including,  but not limited to, Mr. Robert S. Hillman, the
chairman  of our  board of  directors  and our  president  and  chief  executive
officer,  and Mr. Christopher G. Payan, our chief financial  officer,  treasurer
and  secretary,  the loss of either one of which could have an adverse effect on
our operations.  Furthermore, none of the members of our senior management team,
other than  Messrs.  Hillman  and Payan,  have  employment  agreements  with us.
Accordingly,  our key  executives  may not  continue to work for us, which could
prevent or delay the  implementation  of our business plan and our attainment of
profitability.

WE DO NOT CONTROL THE MANAGEMENT OF ALL OF THE RETAIL OPTICAL 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 part, on our franchisees for business development.  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
operate its franchise  successfully.  We, together with a substantial  number of
our franchisees, have recently experienced a decline in the sales generated from
the 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 be adversely affected.

                                      -5-


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.  As  retailers  of
prescription  eyewear, we generally service local markets,  and, therefore,  our
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.

WE OFTEN OFFER INCENTIVES TO OUR CUSTOMERS, WHICH LOWERS 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 "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  adversely impact our results of operations.  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.

WE HAVE PROVIDED PURCHASE MONEY FINANCING FOR A SUBSTANTIAL PORTION OF THE SALES
PRICE OF OUR STORE ASSETS THAT ARE SOLD TO FRANCHISEES AND BEAR THE RISK OF
NONPAYMENT OF THIS FINANCING, WHICH MAY ADVERSELY AFFECT OUR CASH POSITION.

     In most instances in the past, we provided  purchase money  financing for a
substantial  portion of the sales price of store assets sold to franchisees.  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 this  practice in the  future,  and the failure to do so could
have a material  adverse  effect on our cash position and ability to finance our
business.

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 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 from
prescription eyewear, as well as those of our franchisees.

                                      -6-


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 business 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 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  California  Department of
Corporations.  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.

WE MAY BE EXPOSED TO SIGNIFICANT RISK FROM LIABILITY CLAIMS IF WE ARE UNABLE TO
OBTAIN INSURANCE AT ACCEPTABLE COSTS OR OTHERWISE 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 under various theories, claims, suits or complaints relating
to professional  services provided by these  individuals.  We may not be able to
retain adequate  liability  insurance at reasonable  rates and our insurance may
not be adequate  to cover  claims  asserted  against us, in which event our cash
position and ability to continue our operations could be adversely affected.

                                      -7-


OUR OPERATIONS AND SUCCESS ARE HIGHLY DEPENDENT UPON HEALTH CARE PROVIDERS AND
WE MAY BE UNABLE TO ENTER INTO ARRANGEMENTS WITH THESE PROVIDERS.

     Certain  states   prohibit  us  from   practicing   medicine  or  employing
optometrists to render  professional  services on our behalf.  Accordingly,  the
success of our operations as a full-service  eyecare  provider  depends upon our
ability to enter into  agreements  with these  health care  providers  to render
professional  services  at  Sterling  Stores  owned  or  managed  by us  or  our
franchisees.  We and our  franchisees  may not be able to enter into  agreements
with other 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.

WE ARE LEGALLY PROHIBITED FROM INDUCING, THROUGH THE USE OF FINANCIAL REWARDS,
CERTAIN OF OUR CUSTOMERS TO DO BUSINESS WITH US AND WE COULD RECEIVE MONETARY
PENALTIES FOR NON-COMPLIANCE.

     The  Medicare  and  Medicaid   anti-kickback  statutes  prohibit  financial
relationships that aim to induce, arrange, or recommend the purchase of items or
services,  or patient referrals to providers of services,  for which payment may
be made  under  federally  funded  health  care  programs.  These  anti-kickback
statutes contain exceptions for, among other things, properly reported discounts
and  compensation  for bona fide  employees.  In addition,  federal  regulations
establish certain "safe harbors" from liability under the anti-kickback statutes
including  further  refinements  of the  exceptions  for  discounts and employee
compensation  and a safe harbor for personal service  contracts.  Several states
also have  statutes or  regulations  prohibiting  financial  relationships  with
referral  sources  that are not  limited  to  services  for which  Medicare  and
Medicaid  payments may be made. If we are sanctioned  under these federal and/or
state  anti-remuneration  laws, we may be subject to civil  monetary  penalties,
license suspension or revocation, or exclusion of our providers

CERTAIN EVENTS COULD RESULT IN DILUTION OF YOUR OWNERSHIP OF OUR COMMON STOCK.

     As of September  30,  2001,  we had  27,004,972  shares of our common stock
outstanding  and  10,952,000  shares  that  were  reserved  for  issuance  under
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 $10.44 per share. These common stock equivalents
also provide for  antidilution  protection  upon the occurrence of stock splits,
redemptions,  mergers and certain  other  transactions.  If one or more of these
events occurs,  the number of shares of our common stock that may be issued upon
conversion  or  exercise  would  increase.  If  converted  or  exercised,  these
securities will result in a dilution to your percentage  ownership of our common
stock. In addition,  if we acquire new companies  through the issuance of common
or preferred stock, your percentage of ownership may be diluted.

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.  There  are also  provisions  designed  to  prevent  the  removal  by our
shareholders of directors who serve on our classified  board of directors,  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  2.51 shares of senior  convertible  preferred stock,

                                      -8-


which are  convertible  into an aggregate of 334,667 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 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 adversely  affected  by, the rights of the holders of our senior  convertible
preferred  stock, as well as the holders of any additional  preferred stock that
may be issued in the future.  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 February 11, 2002, Benito R. Fernandez,  the principal shareholder of
the  selling  stockholder,  who  is one of  our  directors,  beneficially  owned
5,957,075 shares of our common stock (including the shares  underlying  warrants
to purchase  2,500,000  shares of our common stock)  representing  approximately
20.19% of our shares of common stock outstanding. As a result, Mr. Fernandez may
exercise considerable control over our affairs.

                                      -9-


                                  THE OFFERING

     We are registering  3,825,000  shares of our common stock for resale by the
selling  stockholder.  The shares of common stock offered for resale may be sold
by the selling stockholder by means of this prospectus in a secondary offering.


                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of the common stock
described in this  prospectus.  The selling  stockholder will receive all of the
proceeds  from  the  sale of the  common  stock  described  in this  prospectus.
However,  an aggregate of up to 2,500,000 shares of common stock covered by this
prospectus are issuable upon the exercise of warrants.  The selling stockholder,
as the holder of these warrants,  is not obligated to exercise the warrants.  If
the warrants are  exercised  by payment of the exercise  price in cash,  then we
will receive gross proceeds of $25,000 that we will use for working  capital and
general corporate purposes.


                               SELLING STOCKHOLDER

     The selling  stockholder is Horizon Investors Corp., a New York corporation
principally  owned and controlled by Benito R. Fernandez,  who became one of our
directors on June 12, 2001. The table below sets forth certain  information,  as
of February 11, 2002, with respect to the amount and percentage ownership of our
common  stock by the selling  stockholder  before this  offering,  the number of
shares included in this  prospectus that may be sold by the selling  stockholder
and the amount and  percentage  ownership  of our  common  stock by the  selling
stockholder  after this  offering,  assuming that all of the shares  included in
this prospectus are sold by the selling stockholder.

     On June 5, 2001, we entered into a settlement  agreement and mutual release
with Rare Medium Group, Inc. and Rare Medium,  Inc. under which our dispute with
these entities,  regarding each party's respective obligations under our various
agreements with them,  pertaining to the development and  implementation  of our
previously abandoned e-commerce business and strategies, was settled and each of
the parties was released from substantially all of their respective obligations;
and in partial  consideration  of the settlement,  we issued 1,000,000 shares of
our common  stock to Rare Medium,  Inc.  which,  on November 7, 2001,  sold such
shares,  together  with  an  additional  325,000  shares  of  our  common  stock
previously acquired by Rare Medium, Inc., to the selling stockholder.

     On January 23, 2002, the selling  stockholder made available to us a credit
facility,  in the maximum amount of $1 million.  On January 23, 2002, North Fork
Bank,  Melville,  New York,  loaned to us the additional sum of $1 million,  the
repayment of which was personally guaranteed by both the selling stockholder and
Mr. Fernandez, as well as secured by a $1 million certificate of deposit pledged
to  such  bank by the  selling  stockholder.  In  partial  consideration  of the
foregoing,  we granted to the selling stockholder five-year warrants to purchase
up to  2,500,000  shares of our common  stock at an  exercise  price of $.01 per
share.  The vesting of 750,000 of such  warrants  is subject to certain  vesting
requirements.

                                      -10-


  Common stock beneficially                            Common stock beneficially
 owned prior to the offering                           owned after the offering
 ---------------------------                           -------------------------
Name of                    Percent         Shares                       Percent
Beneficial                   of           offered                          of
Owner          Number      Class**    in this offering     Number        Class**
----------   ----------   ---------   ----------------   ----------    ---------
Horizon      5,957,075*     20.19%       3,825,000*       2,132,075       7.23%
Investors
Corp.


     *This amount includes 750,000 shares  underlying a portion of the warrants,
which are subject to certain  vesting  requirements  and will not be exercisable
within the next 60 days.

     **For  purposes  of  calculating  the  number of  shares  of  common  stock
outstanding,  we have added  2,500,000  shares  issuable  upon the  exercise  of
warrants owned by the selling stockholder.


                              PLAN OF DISTRIBUTION

     The  shares  being  offered by the  selling  stockholder  or its  pledgees,
donees,  transferees or other successors in interest,  will be sold from time to
time in one or more transactions, which may involve one or more of the following
methods, without limitation:


     o on the OTC  Bulletin  Board or on any other  market  on which our  common
stock may from time to time be trading;

     o block  trades in which the  broker or dealer so engaged  will  attempt to
sell the shares of common  stock as agent but may  position and resell a portion
of the block as principal to facilitate the transaction;

     o purchases by a broker or dealer as principal  and resale by the broker or
dealer for its account pursuant to this prospectus;

     o ordinary  brokerage  transactions  and  transactions  in which the broker
solicits purchasers;

     o in privately-negotiated transactions;

     o through the writing of options on the shares;

     o through market sales,  both long or short, to the extent  permitted under
the federal securities laws; or

     o in any combination of these methods.

                                      -11-



     The sale price to the public may be:

     o the market price prevailing at the time of sale;

     o a price related to the prevailing market price;

     o at negotiated prices; or

     o any other prices as the selling  stockholder  may determine  from time to
time.


     In effecting sales,  brokers and dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate.

     The shares may also be sold pursuant to Rule 144 under the securities  act.
The selling  stockholder has the sole and absolute  discretion not to accept any
purchase  offer or make any sale of its shares if it deems the purchase price to
be unsatisfactory at any particular time.

     The selling stockholder or its respective pledgees,  donees, transferees or
other successors in interest, may also sell the shares directly to market makers
acting as principals  and/or  broker-dealers  acting as agents for themselves or
their customers.  These  broker-dealers may receive  compensation in the form of
discounts,  concessions or commissions from the selling  stockholder  and/or the
purchasers of shares for whom these  broker-dealers may act as agents or to whom
they  sell  as  principal  or  both,  which  compensation  as  to  a  particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that the selling stockholder will attempt to sell
shares  of  common  stock  in  block  transactions  to  market  makers  or other
purchasers  at a price per share which may be below the then market  price.  The
selling  stockholder cannot assure that all or any of the shares offered by this
prospectus will be issued to, or sold by, the selling  stockholder.  The selling
stockholder and any brokers,  dealers or agents,  upon effecting the sale of any
of the shares offered by this prospectus,  may be deemed  "underwriters" as that
term is defined under the  securities  act or the exchange act, or the rules and
regulations  under those acts. In that event,  any  commissions  received by the
broker-dealers  or agents  and any  profit on the resale of the shares of common
stock  purchased  by  them  may be  deemed  to be  underwriting  commissions  or
discounts under the securities act.

     The  selling  stockholder,  alternatively,  may sell all or any part of the
shares  offered  by  this  prospectus   through  an  underwriter.   The  selling
stockholder  has not entered into any agreement  with a prospective  underwriter
and there can be no assurance  that any such  agreement will be entered into. If
the selling  stockholder  enters into such an agreement or agreements,  then the
relevant  details  will  be set  forth  in a  supplement  or  revision  to  this
prospectus.

     The selling stockholder and any other persons  participating in the sale or
distribution  of the  shares  will be subject to  applicable  provisions  of the
exchange act and the rules and  regulations  under the exchange act,  including,
without  limitation,   Regulation  M.  These  provisions  may  restrict  certain
activities  of, and limit the timing of purchases and sales of any of the shares
by,  the  selling  stockholder  or any other  such  person.  Furthermore,  under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited

                                      -12-


from simultaneously  engaging in market making and certain other activities with
respect  to the same  securities  for a  specified  period of time  prior to the
commencement of the distribution, subject to specified exceptions or exemptions.
All of these limitations may affect the marketability of the shares.

     We have agreed to pay all costs and expenses  incurred in  connection  with
the  registration  of the shares  offered by this  prospectus,  except  that the
selling  stockholder will be responsible for all selling  commissions,  transfer
taxes and related  charges in  connection  with the offer and sale of the shares
and the fees of the selling stockholder's counsel.

     We have  agreed  with the  selling  stockholder  to keep  the  registration
statement of which this prospectus forms a part continuously effective until the
earlier of the second  anniversary  of the  effective  date of the  registration
statement  and the date that all of the  shares  registered  for sale under this
prospectus have been sold.

     We have agreed to indemnify the selling stockholder,  or its transferees or
assignees,   against  certain  liabilities,   including  liabilities  under  the
securities act, or to contribute to payments that the selling stockholder or its
pledgees,  donees,  transferees or other successors in interest, may be required
to make in respect of those liabilities.


                        DESCRIPTION OF OUR CAPITAL STOCK

     The  following  general  summary of our capital  stock is  qualified in its
entirety by reference to our amended and restated  certificate of incorporation,
a copy of  which  is on file  with  the  SEC.  See  "Where  You  Can  Find  More
Information"  for a description  of the documents  incorporated  by reference in
this prospectus.


General

     We are  authorized to issue  50,000,000  shares of common  stock,  $.01 par
value, and 5,000,000  shares of preferred stock,  $.01 par value. As of February
11, 2002, we had 27,187,309  shares of common stock issued and 27,004,972 shares
of common  stock  outstanding,  and  approximately  2.51  shares  of our  senior
convertible  preferred  stock  issued  and  outstanding,   convertible  into  an
aggregate of 334,667 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
distribution,  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.

                                      -13-



Preferred Stock

     We have designated 35 shares of our preferred  stock as senior  convertible
preferred stock, of which  approximately 2.51 shares were issued and outstanding
as of February 11, 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.


Warrants

     As of September 30, 2001,  there were  outstanding  warrants to purchase an
aggregate  of  4,952,533   shares  of  our  common  stock,   exercisable   at  a
weighted-average exercise price of approximately $3.94 per share.


Stock Options

     As of September  30, 2001,  there were  outstanding  options to purchase an
aggregate of 5,664,800  shares of our common  stock at exercise  prices  ranging
from $0.22 to $10.44 per share, of which,  options to purchase  4,322,381 shares
were exercisable. Some of these options are subject to vesting, generally over a
three-year vesting period.


                                  LEGAL MATTERS

     The  validity of the common  stock that is being  offered  pursuant to this
prospectus  will be passed upon by Piper Marbury  Rudnick & Wolfe 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.


                       WHERE YOU CAN FIND MORE INFORMATION

     This prospectus is part of a registration statement on Form S-2 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.

                                      -14-



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

                                      -15-



     You may read and copy materials that we have filed with the SEC,  including
the registration statement, at the following SEC public reference rooms:


450 Fifth Street, N.W.                 Northwest Atrium Center
Room 1024                              500 West Madison Street
Washington, D.C. 20549                 Suite 1400
                                       Chicago, Illinois 60661


     Copies of such material,  when filed,  may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates. 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 at 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 offer to sell
or  solicit  an  offer  to buy any  shares  in any  jurisdiction  in which it is
unlawful.  The  information in this  prospectus is current as of the date on the
cover.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  SEC  allows  us  to   "Incorporate   by  Reference"   certain  of  our
publicly-filed  documents  into this  prospectus,  which means that  information
included  in  these  documents  is  considered  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, 2000.

     o Our annual report on Form 10-K/A for the year ended December 31, 2000.

     o Our quarterly report on Form 10-Q for the quarter ended March 31, 2001.

     o Our quarterly report on Form 10-Q for the quarter ended June 30, 2001.

     o Our  quarterly  report on Form 10-Q for the quarter  ended  September 30,
2001.

     o Our current report on Form 8-K, dated June 13, 2001.

     o Our current report on Form 8-K, dated July 2, 2001.

     o Our current report on Form 8-K, dated August 22, 2001.

     o Our current report on Form 8-K, dated February 4, 2002.

     o Our definitive proxy statement, dated July 23, 2001.

                                      -16-


     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,  Garden City,  New York 11530,  Attention:  Christopher G.
Payan, Chief Financial Officer, Telephone No.: (516) 390-2100.


                           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 the forward-looking statements. Statements in this prospectus or made
in documents  incorporated  into this  prospectus,  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.


                                      -17-



                                     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....................................   $    30
          Printing and engraving expenses.........................       500
          Legal fees and expenses.................................    15,000
          Accounting fees and expenses............................     3,000
          Miscellaneous...........................................       500
          Total...................................................   $19,030

     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 shares  offered by the  prospectus  contained  in 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 shall
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.

     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

                                      -18-


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 of 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, in addition, 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

5.1*                Opinion of Piper Marbury Rudnick & Wolfe LLP
23.1                Consent of Arthur Andersen LLP
23.2*               Consent of Piper Marbury Rudnick & Wolfe LLP (included
                      in Exhibit 5.1)
24.1                Power of Attorney (appears on signature page)

* To be filed by amendment.

                                      -19-


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;

     (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 in this Registration  Statement.  Notwithstanding  the
foregoing,  any  increase or decrease  in 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  filed with the SEC
pursuant to Rule 424(b)  promulgated under the Securities Act of 1933 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 in 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,
and incorporated by reference in this Registration Statement;

                                      -20-




     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 of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  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.


                                      -21-



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-2 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of East Meadow, State of New York, on February 6, 2002.

                                            EMERGING VISION, INC.


                                            By:      /s/ Robert S. Hillman
                                               --------------------------------
                                                     Robert S. Hillman
                                                     Chairman of the Board,
                                                     President and Chief
                                                     Executive Officer


                                            By:      /s/ Christopher G. Payan
                                               --------------------------------
                                                     Christopher G. Payan
                                                     Chief Financial Officer,
                                                     Treasurer and Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  each of Robert S. Hillman and  Christopher  G.
Payan,  singly and together,  as his/her true and lawful  attorneys-in-fact  and
agent,  with full power of substitution  and  resubstitution  for him/her and in
his/her name,  place and stead, in any and all  capacities,  to sign any and all
amendments and  post-effective  amendments to this Registration  Statement,  and
make such changes and additions to this  Registration  Statement,  including any
subsequent  registration statement for the same offering that may be filed under
Rule  462(b),  and to file  the  same,  with all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto each said  attorney-in-fact  and agent full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the premises,  as fully to all intents and purposes as he/she might
or could do in  person,  thereby  ratifying  and  confirming  all that each said
attorney-in-fact and agent, or his/her substitutes,  may lawfully do or cause to
be done by virtue  thereof and the  Registrant  hereby confers like authority on
its behalf.


                                      -22-



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

      Signature                         Title                         Date
      ---------                         -----                         ----
/s/ Robert S. Hillman     Chairman of the Board of Directors,
------------------------  Directors, President and Chief        February 6, 2002
Robert S. Hillman         Executive Officer (Principal
                          Executive Officer)

/s/ Christopher G. Payan  Chief Financial Officer, Treasurer
------------------------  and Secretary (Principal Financial    February 6, 2002
Christopher G. Payan      Officer)

                          Director                              February _, 2002
------------------------
William Stasior

/s/ Robert Cohen          Director                              February 6, 2002
------------------------
Robert Cohen

/s/ Alan Cohen            Director                              February 6, 2002
------------------------
Alan Cohen

/s/ Joel Gold             Director                              February 4, 2002
------------------------
Joel Gold

/s/ Benito(Ben)Fernandez  Director                              February 4, 2002
------------------------
Benito (Ben) Fernandez

                          Director                              February _, 2002
------------------------
Jerry Novak


                                      -23-



                              EMERGING VISION, INC.
                                    FORM S-2
                             REGISTRATION STATEMENT
                                  EXHIBIT INDEX



Exhibit Number      Description of Document

5.1*                Opinion of Piper Marbury Rudnick & Wolfe LLP
23.1                Consent of Arthur Andersen LLP
23.2*               Consent of Piper Marbury Rudnick & Wolfe LLP (included in
                       Exhibit 5.1)
24.1                Power of Attorney (appears on signature page)


* To be filed by amendment.


                                      -24-



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this  registration  statement of our report dated March 29, 2001
included in Emerging  Vision,  Inc.'s Form 10-K for the year ended  December 31,
2000 and to all references to our Firm included in this registration statement.


                                               /s/ Arthur Andersen LLP


Melville, New York
February 11, 2002