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

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant                     |X|
Filed by a Party other than the Registrant  | |

Check the appropriate box:

|X| Preliminary Proxy Statement             | | Confidential, For Use of the
| | Definitive Proxy Statement                  Commission Only (as permitted by
| | Definitive Additional Materials             Rule 14a-6(e)(2))
| | Soliciting Material Under ss.240.14a-12


                              EMERGING VISION, INC.
           ----------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

           ----------------------------------------------------------
    (Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|    No fee required.
| |    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies:____________________

         (2)      Aggregate number of securities to which transaction applies:
                  ___________________

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how its
                  was determined):___________________

         (4)      Proposed maximum aggregate value of transaction:_____________

         (5)      Total fee paid:__________________

| |    Fee paid previously with preliminary materials: ___________________

| |    Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11(a)(2) and identify the filing for which the offsetting fee
       was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

         (1) Amount previously paid:_______________

         (2) Form, Schedule or Registration Statement No.:__________________

         (3) Filing Party:_________________________

         (4) Date Filed:_________________________



                              EMERGING VISION, INC.
                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                           To be held on May __, 2005

To the Shareholders of Emerging Vision, Inc.:

     NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of Emerging Vision,  Inc. ("EVI" or the "Company") will be held at the
offices of Certilman Balin Adler & Hyman,  LLP, 90 Merrick Avenue,  East Meadow,
NY 11554, on _________,  the __ day of May 2005, at 10:00 a.m. (local time), for
the following purposes:

     (1) To consider and act upon a proposal to amend EVI's 1995 Stock Incentive
Plan, as amended (the "Plan"),  to increase the number of shares of Common Stock
issuable thereunder to twenty-five million (25,000,000) shares.

     A Proxy  Statement  explaining  the matters to be acted upon at the Special
Meeting is enclosed. Please read it carefully.

     The Board of Directors  has fixed the close of business on April 1, 2005 as
the  record  date  for the  determination  of the  shareholders  of the  Company
entitled  to notice of, and to vote at, the Special  Meeting or any  adjournment
thereof.  We encourage you,  nevertheless,  to vote by proxy. You may attend the
meeting and change your vote at that time if you wish to do so.

     If you have any questions about the procedures for admission to the Special
Meeting,  please  contact the  Company's  counsel,  Adam M. Stahl,  of Stahl Law
Associates, LLP, at (516) 465-6952 or via e-mail at adstahl@stahllaw.net.


                                             By Order of the Board of Directors

                                             By:  /s/ Christopher G. Payan
                                                -------------------------------
                                                Christopher G. Payan
                                                Chief Executive Officer


April 25, 2005



     ALL HOLDERS OF THE COMPANY'S COMMON STOCK AND SENIOR CONVERTIBLE  PREFERRED
STOCK  (WHETHER  THEY INTEND TO ATTEND THE SPECIAL  MEETING OR NOT) ARE STRONGLY
ENCOURAGED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD ENCLOSED.



                              EMERGING VISION, INC.
                                 PROXY STATEMENT
                         SPECIAL MEETING OF SHAREHOLDERS

                           To be held on May __, 2005

     This Proxy Statement is being furnished to shareholders of Emerging Vision,
Inc. ("EVI" or the "Company"), of record as of April 1, 2005, in connection with
the  solicitation  of proxies by the Board of  Directors  of EVI for the Special
Meeting of  Shareholders  to be held at the offices of  Certilman  Balin Adler &
Hyman,  LLP, 90 Merrick Avenue,  East Meadow,  NY 11554, on __________,  May __,
2005,  at 10:00  a.m.  (local  time),  and at any  adjournments,  postponements,
continuations or  reschedulings  of the meeting,  for the purposes stated in the
Notice of Special Meeting of Shareholders.

     The  approximate  date of mailing to  shareholders of the Notice of Special
Meeting, this Proxy Statement and the enclosed proxy card, is April 29, 2005.

Who is Entitled to Vote at the Special Meeting

     The Board has fixed the close of  business  on April 1, 2005 as the  record
date for the  determination  of  shareholders  entitled to notice of the Special
Meeting,  and only holders of record of the Company's  common stock (the "Common
Stock") and senior  convertible  preferred  stock  (which with the Common  Stock
shall  collectively  be  referred  to in this  Proxy  Statement  as the  "voting
shares") on that date will be entitled to such notice and to vote at the Special
Meeting.  As of the record  date,  we had a total of  70,422,217  voting  shares
entitled to vote at the Special Meeting, including:

     o  70,323,698  shares of Common  Stock,  each  entitled  to one vote on all
matters presented at the Special Meeting, and

     o 0.74 shares of senior convertible  preferred stock, which are entitled to
vote on an as-converted basis, together with the common stock as a single class,
98,519 shares of Common Stock.

How You Can Vote

     You can vote by completing  and returning the enclosed  proxy card by mail.
To vote your proxy by mail,  mark your  selections  on the enclosed  proxy card,
date and sign your name  exactly as it appears  on your proxy  card,  and return
your proxy card.

Vote Required

     The presence,  in person or by proxy,  of the holders of voting shares that
represent  a majority  of the voting  shares  entitled to be cast at the Special
Meeting is necessary to constitute a quorum at the Special Meeting.  Abstentions
and broker non-votes will be counted to determine whether a quorum is present.

     A majority  of the votes cast at the Special  Meeting is  required  for the
increase  in the number of shares of Common  Stock  issuable  under the Plan (as
hereinafter defined). Accordingly,  abstentions, broker non-votes and shares not
voted will not be counted in the total vote.

Revocation of Proxies

     If the enclosed proxy card is signed and returned, it may, nevertheless, be
revoked  at any time  prior  to the  voting  thereof  at the  discretion  of the
shareholder signing it, by:

     o delivering, via certified mail - return receipt requested, written notice
of revocation to the Secretary of the Company,  which notice must be received by
5:00 p.m.  (local time) on ________,  May __, 2005, at the  Company's  executive
offices at 100 Quentin Roosevelt Blvd., Suite 508, Garden City, New York 11530,

     o by voting  the  shares  covered  by that  proxy in person at the  Special
Meeting, or

                                       1


     o by submitting a duly executed proxy bearing a later date.

Voting

     Voting  shares  represented  by a duly  executed  proxy  will be  voted  in
accordance  with the voting  instructions  indicated by the  shareholder  on the
proxy, and if no such instructions are indicated,  will be voted in favor of the
amendment to increase the number of shares of Common  Stock  issuable  under the
Plan.

     If you sign  your  proxy  card but do not  make  any  selections,  you give
authority to  Christopher G. Payan,  our Chief  Executive  Officer,  and Adam M.
Stahl of Stahl  Law  Associates,  LLP,  our  counsel,  to vote  upon the  matter
incident to the conduct of the Special  Meeting.  Mr. Payan and Mr. Stahl intend
to use such authority to vote FOR the amendment to increase the number of shares
of Common Stock issuable under the Plan.

     The Proxy is being solicited by the Company's Board of Directors. A list of
shareholders  entitled  to vote at the Special  Meeting  will be  available  for
examination by any shareholder at the Special Meeting.

                                 PROPOSAL NO. 1:

      APPROVAL OF INCREASE IN SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
                  UNDER THE COMPANY'S 1995 STOCK INCENTIVE PLAN

     On  December  30,  2004,  the Board of  Directors  authorized,  subject  to
shareholder  approval,  Amendment  No. 5 to the Company's  1995 Stock  Incentive
Plan, as amended (the "Plan"),  increasing  the number of shares of Common Stock
authorized for issuance thereunder from 7,000,000 to 25,000,000. As of April 18,
2005,  there were  5,326,210  shares of Common Stock  issuable  (pursuant to the
exercise of outstanding options granted under the Plan) under the Plan.

     The Board of  Directors  believes  that it is in the best  interests of the
Company and its  shareholders  to approve  Amendment No. 5, which will allow the
Company to increase the number of shares of Common Stock authorized for issuance
under the Plan, in order to enable the Company to secure and retain the services
of current and future key officers, directors, employees and consultants.

DESCRIPTION OF THE 1995 STOCK INCENTIVE PLAN

     The Company adopted the Plan in order to motivate  qualified  employees of,
and certain consultants to, the Company and its affiliates, as well as to assist
the Company and its affiliates in attracting  talented  officers,  directors and
employees,  and to  align  the  interests  of such  persons  with  those  of the
shareholders  of the  Company.  As of April  18,  2005,  40  individuals  and/or
entities held options under the Plan, and four of such  individuals were granted
options under the Plan, subject to the approval of this Proposal No. 1.

     Certain features of the Plan are summarized below. However, such summary is
qualified in its  entirety by  reference to the full text of the Plan,  which is
available at the offices of the Company.

     The Plan provides for the grant of "incentive  stock  options"  ("Incentive
Stock Options")  within the meaning of Section 422 of the Internal  Revenue Code
of 1986, as amended (the "Code"), and nonqualified stock options  ("Nonqualified
Options") to key employees of, and key individuals  (including  consultants) to,
the Company and its affiliates  (provided that Incentive  Stock Options may only
be granted to employees). Except as described below, the Plan is administered by
the Company's Compensation Committee.

     The Plan currently authorizes the issuance of options to purchase a maximum
of 7,000,000 shares of Common Stock.  The Plan contains  provisions with respect
to adjustments  for stock splits and similar  transactions.  If any stock option
granted under the Plan terminates,  expires  unexercised,  or is cancelled,  the
shares of Common Stock that would otherwise have been issuable  pursuant thereto
will be available for issuance pursuant to the grant of new stock options.

     All  officers,   directors  and  key  employees  of,  and  consultants  and
independent  contractors  to, the Company  and its  affiliates  are  eligible to
participate  in the Plan. As of April 18, 2005,  approximately  fifteen (15) key
employees and six (6) key individuals were eligible to receive options under the
Plan.  The  Compensation  Committee has exclusive  discretion  (except as may be
designated  or permitted  in the Plan or by the Amended and Restated  By-Laws of
the Company,  and except for stock options  granted to Drs.  Robert,  Alan,  and


                                       2


Edward Cohen and certain members of their respective  immediate families,  which
are within  the  exclusive  discretion  of the Audit  Committee  of the Board of
Directors)  to select to whom stock  options will be granted,  to determine  the
type,  size,  terms  and  conditions  under  which  each  stock  option  may  be
exercisable,  and the expiration date of each option. The Compensation Committee
also has exclusive  discretion to make all other determinations that its members
deem necessary or desirable in the interpretation  and/or  administration of the
Plan.

     Stock options  granted under the Plan  generally  expire not later than ten
years after the date on which they are granted.  The Plan  provides  that,  with
respect to Incentive  Stock Options,  in no event may such options be exercised,
to any extent,  by any person after (i) the  expiration of three (3) months from
the date of the  optionee's  termination  of  employment if for any reason other
than such optionee's death, disability or retirement,  or (ii) the expiration of
one (1) year from the date of the optionee's termination of employment by reason
of the  optionee's  death or disability.  The exercise price of options  granted
under  the Plan  may not be less  than the par  value of the  underlying  Common
Stock, except that, in the case of an Incentive Stock Option, the exercise price
may not be less than 100% of the fair  market  value of the Common  Stock on the
date any such stock option is granted  (110% in the case of any optionee who, at
the time of  grant,  owns,  directly  or by  attribution,  more  than 10% of the
combined  voting  power of all  classes of capital  stock of the Company (a "ten
percent owner  optionee")).  In addition,  the term of an Incentive Stock Option
for a ten  percent  owner  optionee  cannot  exceed  five years from the date of
grant.

     The  aggregate  fair  market  value  (determined  at the time the option is
granted) of the Common Stock  underlying the Incentive  Stock Options granted to
an optionee that may become  exercisable  for the first time during any calendar
year,  cannot  exceed  $100,000  (or such  other  limit as may be imposed by the
Code). Payment of the full amount of the exercise price must be made at the time
of exercise  either in cash, by tendering to the Company  shares of Common Stock
previously  acquired by the  optionee  having a fair  market  value equal to the
aggregate exercise price, by a combination thereof, or, in certain instances, by
a loan from the Company to the optionee.

     The Plan provides that the Compensation  Committee, in its sole discretion,
may  provide,  by the express  terms of any stock  option  agreement,  that such
option cannot be exercised after the merger or consolidation of the Company with
or into another corporation, the acquisition by another corporation or person of
all or  substantially  all of  the  Company's  assets,  or  80% or  more  of the
Company's then  outstanding  voting stock,  or the liquidation or dissolution of
the Company;  and the  Compensation  Committee may also  provide,  either by the
terms of any such option or by  resolution  adopted  prior to the  occurrence of
such merger, consolidation,  acquisition,  liquidation or dissolution, that, for
some period of time prior to any such event, such option shall be exercisable as
to all shares covered thereby.

     Options granted under the Plan are not transferable  otherwise than by will
or the laws of descent and distribution and such options are exercisable, during
a holder's lifetime, only by the optionee.

     The Board of Directors or the Compensation  Committee may amend the Plan at
any time and from time to time, but any such amendment is subject to shareholder
approval where the absence of such  shareholder  approval would adversely affect
the  compliance  of the Plan with Rule 16b-3  promulgated  under the  Securities
Exchange  Act of 1934,  as amended,  or other  applicable  laws or  regulations.
Accordingly,  no action of the Board or the Compensation  Committee may, without
shareholder approval,  (i) increase the maximum number of shares of Common Stock
which may be issued  upon  exercise of an option,  (ii)  modify the  eligibility
requirements  of the Plan,  (iii)  reduce  the  minimum  option  exercise  price
requirements,  or (iv)  extend the limits  imposed  on the period  during  which
options may be granted or issued.

     The Plan (but not options previously granted thereunder) shall terminate on
April 5, 2005, ten years from the date that it was adopted by the Board.

Federal Income Tax Consequences

     A. Incentive  Stock Options.  The following  general rules are  applicable,
under existing law, to holders of Incentive Stock Options and to the Company for
Federal income tax purposes:

     1.  Generally,  no taxable income results to the optionee upon the grant of
an Incentive  Stock Option or upon the issuance of shares to him, her or it upon
exercise of an Incentive Stock Option;

     2. No tax  deduction  is allowed to the  Company  upon  either the grant or
exercise of an Incentive Stock Option under the Plan;

     3. If shares  acquired  upon the exercise of an Incentive  Stock Option are
not  disposed  of prior to the later of:  (i) two years  following  the date the
Incentive  Stock Option was  granted;  or (ii) one year  following  the date the
shares  are  transferred  to the  optionee  pursuant  to the  exercise  of  such


                                       3


Incentive  Stock  Option,  the  difference  between  the amount  realized on any
subsequent  disposition  of the shares and the exercise  price will generally be
treated as long-term capital gain or loss to the optionee;

     4. If shares  acquired  upon the exercise of an Incentive  Stock Option are
disposed  of  before  the  expiration  of one or both of the  requisite  holding
periods (a "disqualifying disposition"), then, in most cases, the lesser of: (i)
any excess of the fair market value of the shares at the time of exercise of the
Incentive  Stock  Option  over the  exercise  price;  or (ii) the actual gain on
disposition,  will be treated as  compensation to the optionee and will be taxed
as ordinary income in the year of such disposition;

     5. Any excess of the amount  realized  by the  optionee  as the result of a
disqualifying  disposition over the sum of: (i) the exercise price; and (ii) the
amount of ordinary income  recognized under the above rules,  will be treated as
either a long-term or short-term  capital gain,  depending upon the time elapsed
between receipt and disposition of the shares disposed of;

     6. In any  year  that  an  optionee  recognizes  compensation  income  on a
disqualifying  disposition of shares  acquired by exercising an Incentive  Stock
Option, the Company will generally be entitled to a corresponding  deduction for
income tax purposes; and

     7. The bargain element at the time of exercise of an Incentive Stock Option
(i.e.,  the amount by which the fair market value of the Common  Stock  acquired
upon exercise of the Incentive  Stock Option exceeds the exercise  price) may be
taxable to the optionee under the  "alternative  minimum tax"  provisions of the
Code.

     B. Nonqualified Stock Options.  The following general rules are applicable,
under existing law, to holders of Nonqualified  Stock Options and to the Company
for Federal income tax purposes:

     1. The  optionee  will not realize  any taxable  income upon the grant of a
Nonqualified  Stock  Option,  and the Company is not allowed a business  expense
deduction by reason of any such grant;

     2. The optionee will recognize ordinary  compensation income at the time of
the exercise of a Nonqualified Stock Option in an amount equal to the excess, if
any,  of the fair market  value of the shares on the date of  exercise  over the
exercise  price.  Gain or  loss  upon a  subsequent  disposition  of the  shares
underlying a  Nonqualified  Stock Option will be either  long-term or short-term
capital  gain or  loss,  depending  on the  time  elapsed  between  receipt  and
disposition of such shares disposed of; and

     3. In general,  the Company  will be entitled to a tax  deduction  upon the
exercise of a Nonqualified Stock Option.

Plan Benefits

     The  following  table  sets forth  certain  information  regarding  options
granted  under the Plan to (i) each person  listed in the  Summary  Compensation
Table under "Executive  Compensation,"  in this Proxy Statement (ii) all current
executive officers as a group, (iii) all current directors who are not executive
officers as a group, and (iv) all employees,  including current officers who are
not executive officers, as a group:


                                                                                 
--------------------------------------------- ---------------------------------------- ----------------------------------------
                                                                                        Average Weighted Exercise Price Per
Name And Position                             Common Stock Underlying Options Granted                   Share
--------------------------------------------- ---------------------------------------- ----------------------------------------
Christopher G. Payan
  Chief Executive Officer and Director                     7,508,220 (1)                                $0.14
--------------------------------------------- ---------------------------------------- ----------------------------------------
Myles S.  Lewis
  Co-Chief Operating Officer and Senior
  Vice President-Business Development                      3,464,124 (2)                                $0.14
--------------------------------------------- ---------------------------------------- ----------------------------------------
Samuel Z. Herzkowitz
  Co-Chief Operating Officer and Chief
  Marketing Officer                                        2,008,680 (2)                                $0.22
--------------------------------------------- ---------------------------------------- ----------------------------------------
Brian P. Alessi
  Chief Financial Officer and Treasurer                      920,590                                    $0.14
--------------------------------------------- ---------------------------------------- ----------------------------------------
Dr. Nicholas Shashati
  President - VisionCare of California                       140,000                                    $1.91
--------------------------------------------- ---------------------------------------- ----------------------------------------

                                       4



                                                                                 
--------------------------------------------- ---------------------------------------- ----------------------------------------
All current executive officers, as a group
(5 persons)                                               14,041,614 (3)                                $0.17
--------------------------------------------- ---------------------------------------- ----------------------------------------
All current directors who are not executive
officers, as a group (5 persons)                           2,020,000 (4)                                $4.69
--------------------------------------------- ---------------------------------------- ----------------------------------------
All employees, other than executive
officers, as a group                                       5,169,542 (5)                                $4.83
--------------------------------------------- ---------------------------------------- ----------------------------------------

     (1) Includes  150,000 stock options that were  exercised in February  2003,
and 100,000 stock options that were exercised in May 2004.
     (2) Includes 100,000 stock options that were exercised in November 2003.
     (3) Includes  150,000 stock options that were  exercised in February  2003,
200,000 stock options that were  exercised in November  2003,  and 100,000 stock
options that were exercised in May 2004.
     (4) Includes 300,000 stock options that expired in April 2002 and 1,100,000
stock options that were surrendered and forfeited in December 2004.
     (5)  Includes  5,132,042  stock  options  that either  expired or that were
canceled upon termination of employment at various dates since Plan inception in
April 1995.


Other Information

     The number of shares  which may be  subject to options to be granted  under
the Plan in the  future  is,  subject  to the  terms  of the  Plan,  within  the
discretion of the Compensation Committee and is, therefore,  not determinable at
this time.

     The closing bid price of the  Company's  Common Stock on April 18, 2005, as
reported by the OTC Bulletin Board, was $0.15 per share.

     Approval  by the  holders  of a majority  of the votes cast at the  Special
Meeting by the holders of the voting  shares will be  required  for  approval of
Amendment No. 5 to the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 Common Stock

     The following table sets forth information, as of April 18, 2005, regarding
the beneficial  ownership of our Common Stock by: (i) each shareholder  known by
us to be the  beneficial  owner of more than  five  percent  of the  outstanding
shares of our Common Stock; (ii) each of our directors;  (iii) each of our Named
Executive  Officers  (as said  term is  defined  under  the  caption  "Executive
Compensation"  below);  and (iv) all  directors  and  executive  officers of the
Company as a group,  in each case,  based on an aggregate  amount of  70,323,698
shares of Common Stock outstanding as of that date.

     The  percentages  in the  "Percent  of  Class"  column  are  calculated  in
accordance  with the rules of the SEC,  under which a person may be deemed to be
the beneficial owner of shares if that person has or shares the power to vote or
dispose of those  shares or has the right to  acquire  beneficial  ownership  of
those shares within 60 days (for  example,  through the exercise of an option or
warrant).  Accordingly,  the shares shown in the table as beneficially  owned by
certain  individuals  may  include  shares  owned by  certain  members  of their
respective families.  Because of these rules, more than one person may be deemed
to be the beneficial owner of the same shares. The inclusion of the shares shown
in the table is not  necessarily  an admission of beneficial  ownership of those
shares by the person indicated.  The address of Horizons Investors Corp. is 2830
Pitkin  Avenue,  Brooklyn,  New York  11208.  The address of Joel L. Gold is c/o
Andrew Garrett, Inc., 425 Park Avenue, 22nd Floor, New York, New York 10022. The
address of Nicholas  Shashati is c/o  Sterling  VisionCare,  9663 Tierra  Grande
Street,  San  Diego,  California  92126.  The  address  of Lou  Weisbach  is c/o
Teamscape,  LLC, 3100 Dundee Road, Suite 704, Northbrook,  IL 60062. The address
of all other persons listed below is 100 Quentin Roosevelt Boulevard, Suite 508,
Garden City, New York 11530.


                                                                                          
------------------------------------------------------------ ---------------------------------- --------------------------------
                           Name                                    Beneficial Ownership                Percent of Class
------------------------------------------------------------ ---------------------------------- --------------------------------
Christopher G. Payan  (a) (b)                                                  2,567,500   (1)                             3.6%
------------------------------------------------------------ ---------------------------------- --------------------------------
Myles S. Lewis (b)                                                               750,000   (2)                             1.1%
------------------------------------------------------------ ---------------------------------- --------------------------------




                                                                                          
------------------------------------------------------------ ---------------------------------- --------------------------------
Samuel Z. Herskowitz (b)                                                         500,834   (3)                                *
------------------------------------------------------------ ---------------------------------- --------------------------------
Brian P. Alessi (b)                                                              166,666   (4)                                *
------------------------------------------------------------ ---------------------------------- --------------------------------
Dr. Nicholas Shashati (b)                                                        140,000   (5)                                *
------------------------------------------------------------ ---------------------------------- --------------------------------
Dr. Alan Cohen (a)                                                             2,850,469   (6)                             4.0%
------------------------------------------------------------ ---------------------------------- --------------------------------
Dr. Robert Cohen (a)                                                           2,473,859   (7)                             3.5%
------------------------------------------------------------ ---------------------------------- --------------------------------
Joel L. Gold (a)                                                                 221,500   (8)                                *
------------------------------------------------------------ ---------------------------------- --------------------------------
Harvey Ross (a)                                                                  997,011                                   1.4%
------------------------------------------------------------ ---------------------------------- --------------------------------
Horizons Investors Corp.                                                      23,926,531   (9)                            34.0%
------------------------------------------------------------ ---------------------------------- --------------------------------
Lou Weisbach                                                                   4,085,000                                   5.8%
------------------------------------------------------------ ---------------------------------- --------------------------------
All current directors and executive officers as a group                       10,647,839  (10)                            14.6%
------------------------------------------------------------ ---------------------------------- --------------------------------

----------------------
*        less than 1%
(a)      Director 
(b)      Executive officer

     (1) Includes the right to acquire 1,355,000 shares of Common Stock upon the
exercise of presently  exercisable,  outstanding options, but excludes the right
to acquire  1,305,000,  3,293,220 and 1,305,000  shares of Common Stock upon the
exercise of  outstanding  options that are not  exercisable  until  December 30,
2005, April 16, 2006 and December 30, 2006, respectively.

     (2) Includes the right to acquire  650,000  shares of Common Stock upon the
exercise of presently  exercisable,  outstanding options, but excludes the right
to  acquire  600,000,  1,514,124  and  600,000  shares of Common  Stock upon the
exercise of  outstanding  options that are not  exercisable  until  December 30,
2005, April 16, 2006 and December 30, 2006, respectively.

     (3) Includes the right to acquire  400,834  shares of Common Stock upon the
exercise of presently  exercisable,  outstanding options, but excludes the right
to acquire 333,333, 841,180 and 333,333 shares of Common Stock upon the exercise
of outstanding  options that are not exercisable  until December 30, 2005, April
16, 2006 and December 30, 2006, respectively.

     (4) Includes the right to acquire  166,666  shares of Common Stock upon the
exercise of presently  exercisable,  outstanding options, but excludes the right
to acquire 166,667, 420,950 and 166,667 shares of Common Stock upon the exercise
of outstanding  options that are not exercisable  until December 30, 2005, April
16, 2006 and December 30, 2006, respectively.

     (5) Represents the right to acquire 140,000 shares of Common Stock upon the
exercise of presently exercisable, outstanding options.

     (6) Includes (i) the right to acquire  200,000  shares of Common Stock upon
the  exercise of presently  exercisable,  outstanding  options,  and (ii) 26,700
shares owned by Dr. Cohen,  as custodian for each of Erica and Nicole Cohen (Dr.
Cohen's children,  as to which Dr. Cohen disclaims  beneficial  ownership),  but
excludes (i) 8,973,800 shares,  in the aggregate,  held in trust for Dr. Cohen's
minor  children,  Erica,  Nicole,  Jaclyn and Gabrielle,  as  beneficiaries,  in
respect of which Dr. Cohen is not a trustee and has no dispositive or investment
authority,  and as to which he disclaims beneficial ownership and (ii) the right
to  acquire  5,562,753  (and,  in the  case  of  Dr.  Cohen's  children  trusts,
9,200,864) shares of Common Stock upon the exercise of outstanding warrants that
are not exercisable until April 15, 2006.

     (7) Includes the right to acquire  200,000  shares of Common Stock upon the
exercise  of  presently  exercisable,  outstanding  options,  but  excludes  (i)
8,766,566  shares,  in the  aggregate,  owned  by Dr.  Cohen's  adult  children,
Allyson,  Jeffrey and  Stefanie,  as to which Dr.  Cohen has no  dispositive  or
investment  authority and disclaims  beneficial  ownership and (ii) the right to

                                       6


acquire 4,293,729 (and, in the case of Dr. Cohen's  children,  9,084,906) shares
of  Common  Stock  upon  the  exercise  of  outstanding  warrants  that  are not
exercisable until April 15, 2006.

     (8) Includes 1,500 shares of Common Stock owned by Mr. Gold's  children and
the right to  acquire  220,000  shares  of Common  Stock  upon the  exercise  of
presently  exercisable,  outstanding  options,  but excludes an additional 5,000
shares of Common Stock owned by Mr. Gold's wife, as to which Mr. Gold  disclaims
beneficial ownership.

     (9) Represents shares of Common Stock owned by Horizons Investors Corp., or
Horizons,  a New York corporation  principally  owned by Benito R. Fernandez,  a
former director of the Company, and includes the right to acquire 100,000 shares
of Common Stock upon the exercise of presently exercisable, outstanding options,
but  excludes  the right to acquire  31,067,776  shares of Common Stock upon the
exercise of outstanding warrants that are not exercisable until April 15, 2006.

     (10)  Includes  (i) the right to acquire  3,332,500  shares of Common Stock
upon the exercise of presently exercisable, outstanding options, and (ii) 26,700
shares owned by Dr.  Cohen,  as custodian for each of Erica and Nicole Cohen (as
to which Dr. Cohen disclaims  beneficial  ownership),  but excludes the right to
acquire  2,405,000,  15,925,596,  and 2,405,000  shares of Common Stock upon the
exercise of options and/or warrants that are not exercisable  until December 30,
2005,  April 15, 2006, and December 30, 2006,  respectively.  In accordance with
Rule  13d-3(d)(1)  under the  Securities  Exchange Act of 1934, as amended,  the
3,332,500 shares of Common Stock for which the Company's directors and executive
officers, as a group, hold currently exercisable options and warrants, have been
added to the total  number  of issued  and  outstanding  shares of Common  Stock
solely for the purpose of  calculating  the  percentage  of such total number of
issued  and  outstanding  shares  of  Common  Stock  beneficially  owned by such
directors and executive officers as a group.

Senior Convertible Preferred Stock

     In April 1998, we issued a series of our preferred  stock,  par value $0.01
per share,  designated  as senior  convertible  preferred  stock,  together with
warrants (all of which expired in February 2001) to acquire shares of our Common
Stock.  Each  share of senior  convertible  preferred  stock  had a  liquidation
preference of $100,000,  and was originally  convertible  into Common Stock at a
price of $5.00 per share. In December 1999, the conversion  price was reduced to
$0.75 per share for all of the remaining holders of senior convertible preferred
stock.

     Set forth  below is the name,  address,  beneficial  ownership,  and voting
power of the sole  remaining  owner of shares of  senior  convertible  preferred
stock:

Name                        Beneficial Ownership          Percent of Class
----------------------      --------------------          ----------------    
Rita Folger                         0.74(1)                     100%
1257 East 24th Street
Brooklyn, NY 11210

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

     (1) These shares are convertible  into an aggregate of 98,519 shares of our
Common Stock;  and the holder  thereof is entitled to cast,  on an  as-converted
basis,  an equivalent  number of votes, at any meeting of  shareholders,  voting
together with the holders of the Common Stock.


                             EXECUTIVE COMPENSATION

     The  following  sets  forth the  compensation,  for the three  years  ended
December 31, 2004, of the Company's Chief  Executive  Officer and of each of the
Company's four most highly compensated  executive officers (other than the Chief
Executive Officer) that were serving as executive officers of the Company and/or
VisionCare  of  California  as of December  31, 2004  (collectively,  the "Named
Executive Officers"):

                                       7


                           Summary Compensation Table


                                                                                              
       =================================== ========= ================================ =================== ======================
                                                                                          Long-Term
                                                                                        Compensation 
                                                                                          Securities
                                           Fiscal          Annual Compensation         Underlying Stock        All Other
          Name and Principal Position       Year               Salary Bonus                 Options           Compensation
       ----------------------------------- --------- -------------------------------- ------------------- ----------------------
       Christopher G. Payan,                 2004     $275,000 (2)       $     --      7,208,220 (4)          $    7,200 (7)
       Chief Executive Officer and           2003     $175,000 (2)       $ 26,000 (3)    100,000 (5)          $   32,200 (8)
       Director (1)                          2002     $169,000 (2)       $     --        100,000 (6)          $    6,000 (7)
       ----------------------------------- --------- -------------------------------- ------------------- ----------------------
       Myles S. Lewis,                       2004     $190,000 (9)       $     --      3,314,124 (10)         $    6,000 (12)
       Co-Chief Operating Officer and        2003     $156,000 (9)       $ 26,000 (3)    100,000 (11)         $    6,000 (12)
       Senior Vice President - Business      2002     $156,000 (9)       $     --             --              $    3,000 (12)
       Development
       ----------------------------------- --------- -------------------------------- ------------------- ----------------------
       Samuel Z. Herskowitz,                 2004     $190,000 (13)      $     --      1,841,180 (14)         $   10,000 (15)       
       Co-Chief Operating Officer and        2003     $125,000 (13)      $ 26,000 (3)    100,000 (11)         $   10,000 (15)
       Chief Marketing Officer               2002     $125,000 (13)      $     --             --              $   11,000 (15)
       ----------------------------------- --------- -------------------------------- ------------------- ----------------------
       Brian P. Alessi,                      2004     $121,000 (17)      $     --        920,950 (18)         $       --
       Chief Financial Officer and           2003     $ 94,000 (17)      $     --             --              $       --
       Treasurer (16)                        2002     $ 77,000 (17)      $     --             --              $       --
       ----------------------------------- --------- -------------------------------- ------------------- ----------------------
       Dr. Nicholas Shashati,                2004    $137,000 (19)       $     --             --              $       --
       President - VisionCare of             2003    $125,000 (19)       $     --             --              $       --
       California                            2002    $125,000 (19)       $     --             --              $       --
       =================================== ========= ================================ =================== ======================


     (1) Mr.  Payan became Vice  President  of Finance on July 16, 2001,  Senior
Vice  President,  Chief  Financial  Officer,  Treasurer and Secretary in October
2001, and Co-Chief  Operating  Officer on April 29, 2002. On March 24, 2004, Mr.
Payan resigned as Treasurer and was appointed a director of the Company. On June
7, 2004, Mr. Payan was appointed Chief Executive Officer and resigned all of his
other offices.

     (2) Represents salary paid to Mr. Payan.

     (3) Represents bonus paid related to the year ended December 31, 2003.

     (4) Represents 1,305,000 options that are fully vested and exercisable, and
5,903,220  options (the  underlying  shares of which are subject to  shareholder
approval) that will vest at various dates through December 31, 2006.

     (5) All of these options were exercised on May 20, 2004.

     (6) All of these options were exercised in February 2003.

     (7) Represents car allowance payments made to Mr. Payan.

     (8)  Represents  car allowance  payments made to Mr. Payan,  along with the
payment  for  certain  additional  services  provided  in  connection  with  the
Company's  evaluation of an offer,  during 2003, by certain of its directors and
principal  shareholders,  and some of their immediate family members, to acquire
all of the outstanding capital stock of the Company.

     (9) Represents salary paid to Mr. Lewis.

     (10) Represents 600,000 options that are fully vested and exercisable,  and
2,714,124  options (the  underlying  shares of which are subject to  shareholder
approval) that will vest at various dates through December 31, 2006.

     (11) All of these options were exercised in November 2003.

     (12) Represents car allowance payments made to Mr. Lewis.

                                       8


     (13) Represents salary paid to Mr. Herskowitz.

     (14) Represents 333,334 options that are fully vested and exercisable,  and
1,507,846  options (the  underlying  shares of which are subject to  shareholder
approval) that will vest at various dates through December 31, 2006.

     (15) Represents car allowance payments made to Mr. Herskowitz.

     (16) Mr.  Alessi  served as  Controller  of the Company until June 7, 2004,
when he became Chief Financial Officer. Mr. Alessi became Treasurer on March 24,
2004.

     (17) Represents salary paid to Mr. Alessi.

     (18) Represents 166,666 options that are fully vested and exercisable,  and
754,284  options  (the  underlying  shares of which are  subject to  shareholder
approval) that will vest at various dates through December 31, 2006.

     (19) Represents salary paid to Dr. Shashati.


Option Grants in Last Fiscal Year

     On December 30, 2004,  the  Compensation  Committee of the Board granted an
aggregate of  13,284,114  stock options to the Named  Executive  Officers of the
Company.  The options have an exercise price of $0.14,  a term of 10 years,  and
vest at various dates through December 30, 2006.

     The following table sets forth information  concerning the options granted,
during fiscal 2004, to the Named Executive Officers of the Company:


                                                                                             
--------------------------------- --------------- -------------- -------------- -------------- -----------------------------------
                                                   % of Total                                  Potential Realizable Value of Assumed
                                    Number of        Options                                         Annual Rates of Stock Price
                                      Shares       Granted to                                                Appreciation
                                    Underlying    Employees in     Exercise                                for Option Term
                                     Options       Fiscal Year       Price        Expiration
              Name                   Granted                       Per Share         Date                5%                 10%
--------------------------------- --------------- -------------- -------------- --------------- ------------------- ----------------
Christopher G. Payan                7,208,220         54.3%          $0.14          12/30/14         $649,000           $1,586,000
--------------------------------- --------------- -------------- -------------- --------------- ------------------- ----------------
Myles S. Lewis                      3,314,124         24.9%          $0.14          12/30/14         $298,000           $ 729,000
--------------------------------- --------------- -------------- -------------- --------------- ------------------- ----------------
Samuel Z. Herskowitz                1,841,180         13.9%          $0.14          12/30/14         $166,000           $ 405,000
--------------------------------- --------------- -------------- -------------- --------------- ------------------- ----------------
Brian P. Alessi                        920,590         6.9%          $0.14          12/30/14         $ 83,000           $ 203,000
--------------------------------- --------------- -------------- -------------- --------------- ------------------- ----------------


Equity Compensation Plan Information

     The following  table contains  information as of April 18, 2005  concerning
(1) the  number  of shares of Common  Stock to be issued  upon the  exercise  of
outstanding  options,  warrants  and rights  issued  under our  existing  equity
compensation  plans,  (2) the weighted  average exercise price of those options,
warrants and rights,  and (3) the number of securities  remaining  available for
future issuance under those plans:


                                                                                       
--------------------------------- ------------------------------ ------------------------------ -------------------------------
                                               (A)                             (B)                            (C)
--------------------------------- ------------------------------ ------------------------------ -------------------------------
                                                                                                     Number of securities
                                   Number of securities to be                                   available for future issuance
                                     issued upon exercise of       Weighted-average exercise      under equity compensation
                                     outstanding options and     price of outstanding options     plan (excludes securities
         Plan Category                      warrants                     and warrants              reflected in column (A)
--------------------------------- ------------------------------ ------------------------------ -------------------------------
Authorized by shareholders                  5,326,210                        $1.44                         368,133
--------------------------------- ------------------------------ ------------------------------ -------------------------------
Not authorized by shareholders             72,652,027                        $0.64                            -
--------------------------------- ------------------------------ ------------------------------ -------------------------------

                                       9


Aggregate Options Exercised in Last Fiscal Year and Fiscal Year-End Option 
Values


                                                                                   
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
                                      Shares
                                     Acquired                      Number of Securities
                                   on Exercise      Value     Underlying Unexercised Options      Value of Unexercised In-the-Money
              Name                     (#)        Realized             at FY-End (#)                   Options at FY-End ($)*
                                                     ($)         Exercisable/Unexercisable            Exercisable/Unexercisable
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
Christopher G. Payan                 100,000     $ 9,000           1,355,000/5,903,220                    $13,050/$59,032
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
Myles S. Lewis                          -        $     -             650,000/2,714,124                     $6,000/$27,141
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
Samuel Z. Herskowitz                    -        $     -             400,834/1,507,846                     $3,333/$15,078
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
Brian P. Alessi                         -        $     -             166,666/753,924                       $1,666/$7,539
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------
Dr. Nicholas Shashati                   -        $     -             140,000/-0-                               $0/$0
---------------------------------- ------------- ------------ -------------------------------- -------------------------------------


     * Based on the OTC Bulletin  Board  closing price for the last business day
of the fiscal year ($0.15).

     The stock  options  granted to the Named  Executive  Officers have exercise
prices as follows:  Christopher G. Payan:  7,208,220 options at $0.14 and 50,000
options  at  $0.26;  Myles S.  Lewis:  3,314,124  options  at  $0.14;  Samuel Z.
Herskowitz:  1,841,180  options at $0.14,  20,000  options at $6.31,  and 10,000
options at $3.25;  Dr.  Nicholas  Shashati:  100,000  options  at $0.33,  20,000
options at $6.31,  10,000  options at $3.25,  and 10,000  options at $7.50;  and
Brian P. Alessi: 920,590 options at $0.14.


Director Compensation

     Directors  who are not  employees  or  executive  officers  of the  Company
receive $20,000 per annum, payable in equal,  quarterly  installments of $5,000,
$1,500 for each in person meeting, and no additional compensation for telephonic
meetings or actions taken by written consent in lieu of a meeting.  In the event
that  multiple  meetings  are  held on the  same  day,  directors  will  receive
compensation for one meeting.  Further, all directors are reimbursed for certain
expenses in connection with their attendance at board and committee meetings.

     Other than with respect to the reimbursement of expenses, directors who are
employees  or  executive  officers  of the Company  will not receive  additional
compensation for serving as a director.

                                  OTHER MATTERS

     Except as discussed in this Proxy Statement, the Board does not know of any
matters that are to be presented at the Special  Meeting other than those stated
in the Notice of Special  Meeting and referred to in this Proxy  Statement.  The
Board  reserves  the right to  adjourn,  postpone,  continue or  reschedule  the
Special Meeting, depending on the circumstances and the Board's belief that such
adjournments, postponements, continuations or reschedulings would be in the best
interests of all EVI shareholders.

                   METHOD AND COST OF SOLICITATION OF PROXIES

     The cost of solicitation of proxies in the accompanying  form will be borne
by the Company, including expenses in connection with preparing and mailing this
Proxy  Statement.  In addition to  solicitation  of proxies by mail,  directors,
officers  and   employees  of  the  Company  (who  will  receive  no  additional
compensation therefor) may solicit the return of proxies by telephone,  telegram
or personal contact.  Arrangements have also been made with brokerage houses and
other  custodians,  nominees and  fiduciaries for the forwarding of solicitation
material to the beneficial owners of shares of capital stock of the Company held
of record by such persons,  and the Company will  reimburse  those firms for the
reasonable  out-of-pocket  expenses incurred by them in connection  therewith in
accordance with the rules of the SEC.

                                       10


                              SHAREHOLDER PROPOSALS

     If any  shareholder  of the  Company  intends  to  present a  proposal  for
consideration  at the 2005 annual  shareholder  meeting and desires to have such
proposal  included in the 2005 proxy statement and proxy card distributed by the
Board with respect to such meeting, such proposal must have been received at the
Company's principal executive offices,  100 Quentin Roosevelt  Boulevard,  Suite
508,  Garden  City,  New York  11530,  Attention:  Secretary,  by not later than
February  23,  2005.  Upon  receipt of a proposal,  the Company  will  determine
whether or not to include the proposal in its 2005 proxy statement in accordance
with applicable law.

     Shareholder  proposals  submitted  after  February  23,  2005  will  not be
included in the  Company's  2005 proxy  statement  but may be raised at the 2005
Annual Meeting. However, if any shareholder wishes to present a proposal for the
2005 Annual  Meeting that is not included in the Company's  proxy  statement for
that meeting and fails to submit that  proposal on or before  February 23, 2005,
as required under our bylaws, then the persons named as proxies in the Company's
proxy card  accompanying  its 2005 proxy  statement will be allowed to use their
discretionary  voting  authority  when the proposal is raised at the 2005 Annual
Meeting,  without  any  discussion  of the  matter in the  Company's  2005 proxy
statement.


                                             By Order of the Board of Directors

                                             By: /s/ Christopher G. Payan      
                                                --------------------------------
                                                 Christopher G. Payan
                                                 Chief Executive Officer

April 25, 2005




                                       11



                PRELIMINARY PROXY MATERIAL, DATED April 25, 2005
                              SUBJECT TO COMPLETION
PROXY

         This Proxy Is Solicited On Behalf Of The Board Of Directors Of

                              EMERGING VISION, INC.

              Special Meeting Of Shareholders: _____, May __, 2005



     The  undersigned   shareholder  of  Emerging  Vision,   Inc.,  a  New  York
corporation  (the "Company"),  hereby appoints Mr.  Christopher G. Payan and Mr.
Adam M. Stahl, or either of them, voting singly in the absence of the others, as
his/her/its  attorney(s)  and proxy(ies),  with full power of  substitution  and
revocation, to vote, as designated on the reverse side, all of the shares of the
Capital Stock of Emerging Vision,  Inc. that the undersigned is entitled to vote
at the Annual Meeting of  Shareholders  of the Company to be held at the offices
of Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue,  East Meadow, New York
11554, at 10:00 a.m. (local time), on _______, May __, 2005, or any adjournment,
adjournments,  postponements  or continuations  thereof,  in accordance with the
instructions on the reverse side hereof.

     This Proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder.  If no direction is made, this Proxy will
be voted  "FOR"  Proposal  No. 1 and in favor of any  proposal  to  adjourn  the
meeting  in order to allow the  Company  additional  time to  obtain  sufficient
Proxies with regard thereto.



                              FOLD AND DETACH HERE










The Board of Directors recommends a vote "FOR" Proposal No. 1.



PROPOSAL NO. 1 - To approve of an amendment to the Company's 1995
                 Stock Incentive Plan, as amended, to increase the number of
                 shares of Common Stock issuable thereunder to twenty-five
                 million (25,000,000) shares.



FOR  [   ]                    AGAINST  [   ]             ABSTAIN  [   ]






Signature:                    Signature:                        Date:          
          -------------------           ----------------------       ---------

     Note:  Please sign as name appears  hereon.  Joint owners should each sign.
When signing as attorney, executor,  administrator,  trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
an authorized officer.  If a partnership,  please sign in partnership name by an
authorized person.




                              FOLD AND DETACH HERE