content: SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
  
  
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
                              May 30, 1996
                            ----------------
                       Date of Report (Date of
                      Earliest Event Reported)
  
                         STERLING VISION, INC.
                ------------------------------------------
         (Exact name of Registrant as specified in its Charter)
  
  <TABLE>
  
       New York                 1-14128             11-3096941
       --------                 -------             ----------
  <CAPTION>
  
  <S>                         <C>                 <C>
  
  
   (State or other            (Commission File       (IRS Employer
   jurisdiction of             Number)                Identification
   incorporation)                                     No.)
  
  
  1500 Hempstead Turnpike                            11554
  East Meadow, NY                                    -----
  - ---------------------                            (Zip Code)
  (Address of principal
  executive offices)
  
  </TABLE>
                            516/390-2100
                            ------------
         (Registrant's Telephone Number Including Area Code)
  
                10 Peninsula Blvd Lynbrook, NY  11563
                -------------------------------------
           (Former Address, if changed since last Report)
  
  
  <PAGE>
  
  Item 5.  Other Events
           ------------
  
       On May 24, 1996, Sterling Vision DKM, Inc. (the "Buyer"), a wholly-owned
  subsidiary of Sterling Vision, Inc. ("Sterling" or the "Registrant"), entered
  into a series of arrangements which resulted in its acquisition of
  substantially all of the assets of a retail optical chain consisting of
  company-operated and franchised stores located in approximately 13 states.
  
       On May 24, 1996, the Buyer and Norwest Investment Services, Inc. (the
  "Seller") entered into an Asset Purchase Agreement pursuant to which the
  Buyer agreed to purchase from the Seller, substantially all of the assets of
  Vision Centers of America, Ltd., D&K Optical, Inc., Monfried Corporation and
  Duling Finance Corporation (collectively, the "Company"), which assets
  (collectively, the "Assets") were subject to a lien in favor of the Seller.
  The Seller was entitled to exercise its rights as a secured creditor of the
  Company as a result of the Company's default with respect to its obligations
  to the Seller.  The Assets acquired include: (i) all of the Company's
  inventory, furniture, fixtures and equipment located in the approximately 20
  retail optical stores then being operated by the Company, in the Company's
  ophthalmic lens manufacturing facility and warehouses; and (ii) all of the
  Company's general intangibles (other than leases), including franchise
  agreements, promissory notes and accounts receivable related to approximately
  75 retail optical stores then franchised by the Company.  The Buyer purchased
  the Assets at a private foreclosure sale subject to certain liens, claims and
  encumbrances; however, Seller indemnified Buyer in an amount of up to
  $400,000 for certain specified liens, claims or encumbrances.  The purchase
  price for the Assets was $4,150,000, which was paid by Buyer's delivery to
  Seller of a ninety (90) day direct pay letter of credit in favor of Seller.
  The purchase price was determined as a result of arms-length negotiations
  between the Buyer and the Seller based upon the estimated market value of the
  Assets acquired.
  
       In addition, on May 24, 1996, the Buyer initially entered into two
  Assignment and Assumption of Lease Agreements (one with respect to 11 Company
  store leases and one with respect to approximately 45 leases for stores
  subleased to franchisees), pursuant to which the Company, together with
  certain of its affiliates, agreed to assign to the Buyer all of their right,
  title and interest in and to each of the leases referred to therein, in
  exchange for Buyer's payment to such entities of the aggregate sum of $50,000
  and the assumption of all of the obligations (including those then past due
  and owing to the respective landlords thereof) under such leases; provided,
  however, that the Buyer was given the right and option, to be exercised on or
  before July 24, 1996, to reject any one or more of such leases so assigned to
  the Buyer.  In addition, the Buyer contemplates entering into one or more
  additional Assignment and Assumption of Lease Agreements with respect to
  certain additional stores
  
  <PAGE>
  
  (both Company operated and franchised) leased to the Company, although there
  can be no assurance that the Buyer will be able to secure such leases on
  favorable terms.
  
       In connection with the Asset Purchase Agreement, the Buyer also received
  an option to purchase the stock of the Company for $100.  Such option expires
  on November 1, 1996 and is subject to, among other things, the Seller being
  the holder of a certain judgment (the "Judgment") against Dr. Larry H. Joel,
  the President of the Company.  Additionally, the Buyer entered into a letter
  agreement providing for the assignment of the Judgment, without recourse, to
  the Buyer in exchange for, among other things, a release of any and all
  claims Dr. Joel, the Company and certain of its affiliates may have against
  the Seller.  The Seller also agreed to release any and all claims against the
  Company or Dr. Joel subject to certain conditions.
  
       Additionally, the Buyer, subject to the approval of the members of
  Sterling's Independent Committee of the Board of Directors, agreed to enter
  into an oral consulting agreement with Dr. Joel, whereby the Company will pay
  Dr. Joel the sum of $25,000 per month in exchange for consulting services
  that Dr. Joel will render to the Company.  Such consulting arrangement is on
  a month-to-month basis and each party has the right to terminate the
  agreement at any time.
  
       Dr. Joel is also a shareholder, officer and director of Fast Cast
  Corporation ("Fast Cast"), a company that sells equipment to produce
  ophthalmic lenses, which lenses are made from a patented liquid monomer which
  must also be purchased through Fast Cast.  Certain members of the Cohen
  family (the principal shareholders of Sterling) own an approximately 16%
  interest in Fast Cast and Drs. Alan and Robert Cohen each serve as a director
  of Fast Cast.  Additionally, as of April 1, 1996, Fast Cast supplied
  approximately $176,000 of molds and products to the Company's ophthalmic
  laboratory and two of its retail optical stores and Sterling had purchased,
  or committed to purchase, approximately $293,000 of Fast Cast equipment
  through third party finance companies.  In addition, as of April 1, 1996,
  Fast Cast supplied approximately $244,000 of equipment and approximately
  $39,000 of molds and products to franchisees of Sterling.
  
       The closing of the transaction described herein took place on May 30,
  1996.
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
            Asset Purchase Agreement, Assignment and Assumption of Leases and
  related letter agreements, each dated May 24, 1996 by and between Norwest
  Investment Services, Inc. or the Company and Sterling Vision DKM, Inc.
  Exhibit 2.1 listed below omits certain schedules and exhibits, which are
  referred to therein.  The Registrant agrees to furnish a copy of any such
  omitted schedule or exhibit supplementally upon request from the Commission's
  Staff.
  
  
  <PAGE>
  
  
                             SIGNATURES
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                     STERLING VISION, INC.
  
  
  
                                     By:/s/ Joseph Silver
                                        ----------------------
                                        Joseph Silver
                                        Executive Vice President
                                        and Secretary
  
  Dated: June 12, 1996
  
  <PAGE>
  
                          INDEX TO EXHIBITS
  
  
  Exhibit
  Number                   Description
  - ------                   -----------
  
  
  2.             Asset Purchase Agreement, Assignment and Assumption of Leases
                 and related letter agreements, each dated May 24, 1996 by and
                 between Norwest Investment Services, Inc. or the Company and
                 Sterling Vision DKM, Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "STERLING VISION 8-K FILED 6/18/96", "secsgml_size_bytes": 8578}]
metadata_filer: {"company-data": {"conformed-name": "STERLING VISION INC", "cik": "0001002554", "assigned-sic": "5990", "irs-number": "113096941", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27394", "film-number": "96582574"}, "business-address": {"street1": "1500 HEMPSTEAD TURNPIKE", "city": "EAST MEADOW", "state": "NY", "zip": "11554", "phone": "5163902100"}, "mail-address": {"street1": "1500 HEAMPSTEAD TURNPIKE", "city": "EAST MEADOW", "state": "NY", "zip": "11554"}}
text: SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
                              May 30, 1996
                            ----------------
                       Date of Report (Date of
                      Earliest Event Reported)
  
                         STERLING VISION, INC.
                ------------------------------------------
         (Exact name of Registrant as specified in its Charter)
  
       New York                 1-14128             11-3096941
       --------                 -------             ----------
  (State or other            (Commission File       (IRS Employer
   jurisdiction of             Number)                Identification
   incorporation)                                     No.)
  
  1500 Hempstead Turnpike                            11554
  East Meadow, NY                                    -----
  - ---------------------                            (Zip Code)
  (Address of principal
  executive offices)
  516/390-2100
                            ------------
         (Registrant's Telephone Number Including Area Code)
  
                10 Peninsula Blvd Lynbrook, NY  11563
                -------------------------------------
           (Former Address, if changed since last Report)
  Item 5.  Other Events
           ------------
  
       On May 24, 1996, Sterling Vision DKM, Inc. (the "Buyer"), a wholly-owned
  subsidiary of Sterling Vision, Inc. ("Sterling" or the "Registrant"), entered
  into a series of arrangements which resulted in its acquisition of
  substantially all of the assets of a retail optical chain consisting of
  company-operated and franchised stores located in approximately 13 states.
  
       On May 24, 1996, the Buyer and Norwest Investment Services, Inc. (the
  "Seller") entered into an Asset Purchase Agreement pursuant to which the
  Buyer agreed to purchase from the Seller, substantially all of the assets of
  Vision Centers of America, Ltd., D&K Optical, Inc., Monfried Corporation and
  Duling Finance Corporation (collectively, the "Company"), which assets
  (collectively, the "Assets") were subject to a lien in favor of the Seller.
  The Seller was entitled to exercise its rights as a secured creditor of the
  Company as a result of the Company's default with respect to its obligations
  to the Seller.  The Assets acquired include: (i) all of the Company's
  inventory, furniture, fixtures and equipment located in the approximately 20
  retail optical stores then being operated by the Company, in the Company's
  ophthalmic lens manufacturing facility and warehouses; and (ii) all of the
  Company's general intangibles (other than leases), including franchise
  agreements, promissory notes and accounts receivable related to approximately
  75 retail optical stores then franchised by the Company.  The Buyer purchased
  the Assets at a private foreclosure sale subject to certain liens, claims and
  encumbrances; however, Seller indemnified Buyer in an amount of up to
  $400,000 for certain specified liens, claims or encumbrances.  The purchase
  price for the Assets was $4,150,000, which was paid by Buyer's delivery to
  Seller of a ninety (90) day direct pay letter of credit in favor of Seller.
  The purchase price was determined as a result of arms-length negotiations
  between the Buyer and the Seller based upon the estimated market value of the
  Assets acquired.
  
       In addition, on May 24, 1996, the Buyer initially entered into two
  Assignment and Assumption of Lease Agreements (one with respect to 11 Company
  store leases and one with respect to approximately 45 leases for stores
  subleased to franchisees), pursuant to which the Company, together with
  certain of its affiliates, agreed to assign to the Buyer all of their right,
  title and interest in and to each of the leases referred to therein, in
  exchange for Buyer's payment to such entities of the aggregate sum of $50,000
  and the assumption of all of the obligations (including those then past due
  and owing to the respective landlords thereof) under such leases; provided,
  however, that the Buyer was given the right and option, to be exercised on or
  before July 24, 1996, to reject any one or more of such leases so assigned to
  the Buyer.  In addition, the Buyer contemplates entering into one or more
  additional Assignment and Assumption of Lease Agreements with respect to
  certain additional stores
  (both Company operated and franchised) leased to the Company, although there
  can be no assurance that the Buyer will be able to secure such leases on
  favorable terms.
  
       In connection with the Asset Purchase Agreement, the Buyer also received
  an option to purchase the stock of the Company for $100.  Such option expires
  on November 1, 1996 and is subject to, among other things, the Seller being
  the holder of a certain judgment (the "Judgment") against Dr. Larry H. Joel,
  the President of the Company.  Additionally, the Buyer entered into a letter
  agreement providing for the assignment of the Judgment, without recourse, to
  the Buyer in exchange for, among other things, a release of any and all
  claims Dr. Joel, the Company and certain of its affiliates may have against
  the Seller.  The Seller also agreed to release any and all claims against the
  Company or Dr. Joel subject to certain conditions.
  
       Additionally, the Buyer, subject to the approval of the members of
  Sterling's Independent Committee of the Board of Directors, agreed to enter
  into an oral consulting agreement with Dr. Joel, whereby the Company will pay
  Dr. Joel the sum of $25,000 per month in exchange for consulting services
  that Dr. Joel will render to the Company.  Such consulting arrangement is on
  a month-to-month basis and each party has the right to terminate the
  agreement at any time.
  
       Dr. Joel is also a shareholder, officer and director of Fast Cast
  Corporation ("Fast Cast"), a company that sells equipment to produce
  ophthalmic lenses, which lenses are made from a patented liquid monomer which
  must also be purchased through Fast Cast.  Certain members of the Cohen
  family (the principal shareholders of Sterling) own an approximately 16%
  interest in Fast Cast and Drs. Alan and Robert Cohen each serve as a director
  of Fast Cast.  Additionally, as of April 1, 1996, Fast Cast supplied
  approximately $176,000 of molds and products to the Company's ophthalmic
  laboratory and two of its retail optical stores and Sterling had purchased,
  or committed to purchase, approximately $293,000 of Fast Cast equipment
  through third party finance companies.  In addition, as of April 1, 1996,
  Fast Cast supplied approximately $244,000 of equipment and approximately
  $39,000 of molds and products to franchisees of Sterling.
  
       The closing of the transaction described herein took place on May 30,
  1996.
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
            Asset Purchase Agreement, Assignment and Assumption of Leases and
  related letter agreements, each dated May 24, 1996 by and between Norwest
  Investment Services, Inc. or the Company and Sterling Vision DKM, Inc.
  Exhibit 2.1 listed below omits certain schedules and exhibits, which are
  referred to therein.  The Registrant agrees to furnish a copy of any such
  omitted schedule or exhibit supplementally upon request from the Commission's
  Staff.
  SIGNATURES
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                     STERLING VISION, INC.
  
                                     By:/s/ Joseph Silver
                                        ----------------------
                                        Joseph Silver
                                        Executive Vice President
                                        and Secretary
  
  Dated: June 12, 1996
  INDEX TO EXHIBITS
  
  Exhibit
  Number                   Description
  - ------                   -----------
  
  2.             Asset Purchase Agreement, Assignment and Assumption of Leases
                 and related letter agreements, each dated May 24, 1996 by and
                 between Norwest Investment Services, Inc. or the Company and
                 Sterling Vision DKM, Inc.