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



       DATE OF REPORT (Date of earliest event reported): December 31, 2003


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


         New York                      1-14128                   11-3096941
(State or other jurisdiction    (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)


                         100 Quentin Roosevelt Boulevard
                          Garden City, New York 11530
               (Address of principal executive offices) (Zip Code)

                                 (516) 390-2100
              (Registrant's telephone number, including area code)



                                 Not Applicable
          (Former name or former address, if changed since last report)

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

<PAGE>

Item 5. Other Events
--------------------

     On February 16, 2004,  Emerging Vision,  Inc. (the  "Registrant")  issued a
press release  announcing  that it amended its by-laws,  and that it had entered
into certain  rescission and settlement  transactions  with respect to units and
warrants issued in connection  with its  shareholder  rights offering in 2003. A
copy of such press release is attached as Exhibit 99.1 hereto. The press release
is incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
---------------------------------------------------------------------------

(a) and (b)   Not applicable.

(c)           The following exhibits are filed with this report:


Exhibit No.       Document
-----------       --------

99.1              Press Release, dated February 16, 2004, issued by Emerging
                  Vision, Inc.

3.8               First Amendment to Amended and Restated By-Laws of Emerging
                  Vision, Inc.


Item 12.  Results of Operations and Financial Condition
-------------------------------------------------------

     This information  shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended,  or the Exchange Act except as shall be expressly set forth by specific
reference in such a filing.

     On February 16, 2004,  Emerging Vision,  Inc. (the  "Registrant")  issued a
press release  announcing  that it amended its by-laws,  and that it had entered
into certain  rescission and settlement  transactions  with respect to units and
warrants issued in connection  with its  shareholder  rights offering in 2003. A
copy of such press release is attached as Exhibit 99.1 hereto.



                          [Signature on following page]


                                        2

<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                          EMERGING VISION, INC.


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



Date:    February 17, 2004









                                       3

<PAGE>
                                                                    Exhibit 99.1
                                                                    ------------


                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

       EMERGING VISION, INC. RESCINDS UNITS AND WARRANTS ISSUED IN RIGHTS
                 OFFERING AND SETTLES WITH SUBJECT SHAREHOLDERS


     GARDEN CITY,  N.Y. - February  16, 2004 - On February  25,  2003,  Emerging
Vision,  Inc.  (OTCBB:  ISEE.OB)  commenced a shareholder  rights  offering (the
"Rights Offering") of 50,000,000 units, each unit consisting of one share of the
Company's  common stock and one warrant to purchase  one share of the  Company's
Common Stock at an exercise price of $0.05. The Rights Offering closed on and as
of April 14, 2003.

     Subsequent to the Rights Offering,  the Company  determined that the use of
certain of its tax attributes,  including its net operating loss  carry-forwards
(which, as of December 31, 2002, were approximately $44,000,000),  may have been
substantially restricted as a result of the consummation of certain transactions
in the Rights Offering. In an effort to avoid such restrictions, on December 31,
2003  (effective  April 14, 2003),  the Company and certain of its  shareholders
(the "Subject Shareholders") agreed to, and effectuated,  (a) the rescission, ab
initio,  of the  exercise (by the Subject  Shareholders)  of  13,000,000  of the
oversubscription  rights of the Subject Shareholders (and,  accordingly,  of the
issuance, to such Subject Shareholders,  of the units associated therewith), and
(b) the rescission,  surrender and cancellation of all of the remaining warrants
(31,594,772 in the aggregate) that were acquired by the Subject  Shareholders in
the Rights Offering (collectively, the "Rescission Transactions"). In connection
with the  Rescission  Transactions,  the  Company  agreed to repay each  Subject
Shareholder  the  original  subscription  amount of $0.04 (paid by each  Subject
Shareholder)  for each of the rescinded  units (together with interest at a rate
of 6% per annum from the date of the original  acquisition  thereof),  which, in
the aggregate for all of the Subject  Shareholders,  totaled $520,000.  This sum
(plus  interest)  is  payable,  by the  Company,  on or before  April 14,  2007,
pursuant to a series of  promissory  notes  issued to the Subject  Shareholders.
Additionally,  as  a  result  of  the  Rescission  Transactions,  the  Company's
outstanding common shares decreased by 13,000,000 shares.

     Furthermore, in order to limit the potential that future transactions could
have a similar effect on the Company's tax  attributes,  the Company amended its
by-laws to  provide  the Board of  Directors  with the  ability to void  certain
transactions  in  Company  securities  that  may  impair  or  limit  the  future
utilization   of  its  tax   attributes,   including  its  net  operating   loss
carry-forwards.

     Christopher  Payan,  Chief  Operating and Financial  Officer of the Company
stated "The Company is extremely pleased that the Subject Shareholders supported
the Company by agreeing to  participate  in the  Rescission  Transactions  in an
effort to preserve these tax  attributes,  and by allowing us to defer repayment
of the original  subscription  price until April 2007. As a result,  the Company
can continue to focus its resources on  maintaining  and improving its cash flow
positive  operations.  Additionally,  it is the  Company's  hope that,  with the
amendment  of its  by-laws,  it has  taken an  additional  step  toward  further
protecting its tax attributes."


<PAGE>


     Notwithstanding  the  consummation of the Rescission  Transactions  and the
amendment of the by-laws,  there can be no assurance  that the Company has been,
or will in the  future  be,  successful  in  preventing  an  event  which  could
materially  impair or limit the Company's  utilization of its net operating loss
carry-forwards and other tax attributes.

     As a result of the Rescission Transactions,  the Company intends to restate
its financial  statements  for the periods ended June 30, 2003 and September 30,
2003.  Payan  added  "The  Company's  quarterly  reports  for June 30,  2003 and
September  30, 2003 will be restated  to reflect  the  Rescission  Transactions.
However,  the impact on those  restated  financial  statements  will only have a
material affect on the balance sheet  presentation,  which is all non-cash,  and
will not have a material affect on the Company's results of operations for those
periods."

     Additionally,  recognizing that the Subject  Shareholders  suffered certain
damages in connection  with the Rescission  Transactions,  on December 31, 2003,
the Company granted to the Subject Shareholders,  in the aggregate, new warrants
to purchase  57,594,772  shares of Company Common Stock.  The exercise prices of
the new warrants issued to each of the Subject  Shareholders ranged from $0.0465
to $0.0488. These exercise prices were calculated with the intention of allowing
the Subject  Shareholders to purchase equity of the Company on substantially the
same economic terms that they would have been  originally  entitled  pursuant to
the Rights Offering, but for the Rescission  Transactions.  The new warrants are
not exercisable until April 14, 2007. In connection with the issuance of the new
warrants to the Subject Shareholders,  the Company incurred a one-time, non-cash
charge of  approximately  $4.6  million,  which will be  reflected in its fourth
quarter results for 2003.

     Mr. Payan stated "Although the Rescission  Transactions  were beneficial to
the  Company  as a whole,  we  recognized  that the  Subject  Shareholders  were
economically   disadvantaged  by  agreeing  to  participate  in  the  Rescission
Transactions as the Company's  stock price had  appreciated  between the time at
which the Rights Offering was  consummated  and December 2003. As a result,  the
Company  believed  it  was in its  best  interests  to  compensate  the  Subject
Shareholders  for the damages that they suffered in a manner that was ultimately
cost-effective.  As a result of the  issuance of the new  warrants,  the Subject
Shareholders  were placed in substantially  the same economic position that they
were in prior to the  Rescission  Transactions.  In fact,  the Company now has a
lower  number of shares  outstanding  and,  under the terms of the  newly-issued
warrants,  the  Company  would not  encounter  the  possibility  of  significant
dilution before April 2007 from the exercise of such warrants."

     Payan added "As of  September  30,  2003,  the  Company had an  accumulated
deficit of  approximately  $123 million.  The $4.6 million  non-cash  accounting
charge the Company is required to record in connection  with the issuance of the
new warrants  would  increase  this deficit by less than 5%. We believe that the
charge has little  bearing on what otherwise  would have been a profitable  year
for the Company's  operations,  and has little effect on the positive  steps the
Company has taken in 2003.  The Company  returned its  day-to-day  operations to
profitability and hopes to remain as such."


                                       2
<PAGE>


About Emerging Vision

     Emerging Vision,  Inc. operates one of the largest chains of retail optical
stores,  which  includes  one of the largest  franchised  optical  chains in the
United  States,  with  approximately  186 franchised  and  Company-owned  stores
located in 23 states,  the  District of Columbia,  Ontario,  Canada and the U.S.
Virgin Islands,  principally  operating  under the names "Sterling  Optical" and
"Site for Sore Eyes".

     THIS STATEMENT MAY CONTAIN CERTAIN  FORWARD-LOOKING  STATEMENTS,  WHICH MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES,  AND OTHER FACTORS NOT UNDER THE
COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS,  PERFORMANCE AND ACHIEVEMENTS
OF THE COMPANY TO BE  MATERIALLY  DIFFERENT  FROM THE RESULTS,  PERFORMANCE,  OR
EXPECTATIONS  OF THE COMPANY.  THESE  FACTORS  INCLUDE,  BUT ARE NOT LIMITED TO,
THOSE  DETAILED  IN THE  COMPANY'S  PERIODIC  FILINGS  WITH THE  SECURITIES  AND
EXCHANGE COMMISSION.


------------------------------------
Contact:

Emerging Vision, Inc.
Christopher G. Payan
(516) 390-2134
chris.payan@sterlingoptical.com
















                                       3
<PAGE>


                                                                     Exhibit 3.8
                                                                     -----------



                                 FIRST AMENDMENT
                                       TO
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                              EMERGING VISION, INC.



     1. The Amended and  Restated  By-Laws of Emerging  Vision,  Inc. are hereby
further amended to add thereto a new Article VIII, Section 5, as follows:

     "Section 5. Certain Prohibited  Dispositions of Company Securities.  Except
as may  otherwise be approved by the Board of  Directors of the Company,  in its
sole  and  absolute  discretion,  any  purported  sale,  acquisition,  transfer,
conversion,  exercise or other disposition of stock, options, warrants and other
securities  in or of the  Company,  by  any  record  or  beneficial,  direct  or
indirect,  holder of five (5%) percent or more of such securities (whether prior
to or subsequent to any such sale, transfer,  acquisition or other disposition),
that, in the Company's determination (made in its sole and absolute discretion),
would result in an "ownership change," as that term is defined in Section 382 of
the  Internal  Revenue  Code of 1986,  as amended  (the "Code") and the Treasury
Regulations  promulgated  thereunder,  shall be prohibited,  void ab initio, and
shall not be recognized by the Company."


     2. The foregoing  amendment to the Amended and Restated  Bylaws of Emerging
Vision,  Inc. was  authorized by the Unanimous  Written  Consent of the Board of
Directors of Emerging Vision, Inc., dated November 13, 2003.

     IN WITNESS  WHEREOF,  the undersigned  duly authorized  officer of Emerging
Vision,  Inc.  has  executed  this First  Amendment  to the Amended and Restated
Bylaws of Emerging Vision, Inc. on November 13, 2003.



                                               /s/ Christopher G. Payan
                                               ------------------------
                                                Christopher G. Payan,
                                                Co-Chief Operating Officer and
                                                Chief Financial Officer
[{"type": "8-K", "sequence": "1", "filename": "form8k20040217.txt", "description": "FORM 8-K 20040217 - RESCISSION & SETTLEMENT", "secsgml_size_bytes": 14999}]
{"company-data": {"conformed-name": "EMERGING 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": "001-14128", "film-number": "04610079"}, "business-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "5163902100"}, "mail-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}, "former-company": {"former-conformed-name": "STERLING VISION INC", "date-changed": "19951020"}}
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

       DATE OF REPORT (Date of earliest event reported): December 31, 2003

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

         New York                      1-14128                   11-3096941
(State or other jurisdiction    (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)

                         100 Quentin Roosevelt Boulevard
                          Garden City, New York 11530
               (Address of principal executive offices) (Zip Code)

                                 (516) 390-2100
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

      ====================================================================
Item 5. Other Events
--------------------

     On February 16, 2004,  Emerging Vision,  Inc. (the  "Registrant")  issued a
press release  announcing  that it amended its by-laws,  and that it had entered
into certain  rescission and settlement  transactions  with respect to units and
warrants issued in connection  with its  shareholder  rights offering in 2003. A
copy of such press release is attached as Exhibit 99.1 hereto. The press release
is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
---------------------------------------------------------------------------

(a) and (b)   Not applicable.

(c)           The following exhibits are filed with this report:

Exhibit No.       Document
-----------       --------

99.1              Press Release, dated February 16, 2004, issued by Emerging
                  Vision, Inc.

3.8               First Amendment to Amended and Restated By-Laws of Emerging
                  Vision, Inc.

Item 12.  Results of Operations and Financial Condition
-------------------------------------------------------

     This information  shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended,  or the Exchange Act except as shall be expressly set forth by specific
reference in such a filing.

     On February 16, 2004,  Emerging Vision,  Inc. (the  "Registrant")  issued a
press release  announcing  that it amended its by-laws,  and that it had entered
into certain  rescission and settlement  transactions  with respect to units and
warrants issued in connection  with its  shareholder  rights offering in 2003. A
copy of such press release is attached as Exhibit 99.1 hereto.

                          [Signature on following page]

                                        2
SIGNATURE

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          EMERGING VISION, INC.

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

Date:    February 17, 2004

                                       3
Exhibit 99.1
                                                                    ------------

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

       EMERGING VISION, INC. RESCINDS UNITS AND WARRANTS ISSUED IN RIGHTS
                 OFFERING AND SETTLES WITH SUBJECT SHAREHOLDERS

     GARDEN CITY,  N.Y. - February  16, 2004 - On February  25,  2003,  Emerging
Vision,  Inc.  (OTCBB:  ISEE.OB)  commenced a shareholder  rights  offering (the
"Rights Offering") of 50,000,000 units, each unit consisting of one share of the
Company's  common stock and one warrant to purchase  one share of the  Company's
Common Stock at an exercise price of $0.05. The Rights Offering closed on and as
of April 14, 2003.

     Subsequent to the Rights Offering,  the Company  determined that the use of
certain of its tax attributes,  including its net operating loss  carry-forwards
(which, as of December 31, 2002, were approximately $44,000,000),  may have been
substantially restricted as a result of the consummation of certain transactions
in the Rights Offering. In an effort to avoid such restrictions, on December 31,
2003  (effective  April 14, 2003),  the Company and certain of its  shareholders
(the "Subject Shareholders") agreed to, and effectuated,  (a) the rescission, ab
initio,  of the  exercise (by the Subject  Shareholders)  of  13,000,000  of the
oversubscription  rights of the Subject Shareholders (and,  accordingly,  of the
issuance, to such Subject Shareholders,  of the units associated therewith), and
(b) the rescission,  surrender and cancellation of all of the remaining warrants
(31,594,772 in the aggregate) that were acquired by the Subject  Shareholders in
the Rights Offering (collectively, the "Rescission Transactions"). In connection
with the  Rescission  Transactions,  the  Company  agreed to repay each  Subject
Shareholder  the  original  subscription  amount of $0.04 (paid by each  Subject
Shareholder)  for each of the rescinded  units (together with interest at a rate
of 6% per annum from the date of the original  acquisition  thereof),  which, in
the aggregate for all of the Subject  Shareholders,  totaled $520,000.  This sum
(plus  interest)  is  payable,  by the  Company,  on or before  April 14,  2007,
pursuant to a series of  promissory  notes  issued to the Subject  Shareholders.
Additionally,  as  a  result  of  the  Rescission  Transactions,  the  Company's
outstanding common shares decreased by 13,000,000 shares.

     Furthermore, in order to limit the potential that future transactions could
have a similar effect on the Company's tax  attributes,  the Company amended its
by-laws to  provide  the Board of  Directors  with the  ability to void  certain
transactions  in  Company  securities  that  may  impair  or  limit  the  future
utilization   of  its  tax   attributes,   including  its  net  operating   loss
carry-forwards.

     Christopher  Payan,  Chief  Operating and Financial  Officer of the Company
stated "The Company is extremely pleased that the Subject Shareholders supported
the Company by agreeing to  participate  in the  Rescission  Transactions  in an
effort to preserve these tax  attributes,  and by allowing us to defer repayment
of the original  subscription  price until April 2007. As a result,  the Company
can continue to focus its resources on  maintaining  and improving its cash flow
positive  operations.  Additionally,  it is the  Company's  hope that,  with the
amendment  of its  by-laws,  it has  taken an  additional  step  toward  further
protecting its tax attributes."
Notwithstanding  the  consummation of the Rescission  Transactions  and the
amendment of the by-laws,  there can be no assurance  that the Company has been,
or will in the  future  be,  successful  in  preventing  an  event  which  could
materially  impair or limit the Company's  utilization of its net operating loss
carry-forwards and other tax attributes.

     As a result of the Rescission Transactions,  the Company intends to restate
its financial  statements  for the periods ended June 30, 2003 and September 30,
2003.  Payan  added  "The  Company's  quarterly  reports  for June 30,  2003 and
September  30, 2003 will be restated  to reflect  the  Rescission  Transactions.
However,  the impact on those  restated  financial  statements  will only have a
material affect on the balance sheet  presentation,  which is all non-cash,  and
will not have a material affect on the Company's results of operations for those
periods."

     Additionally,  recognizing that the Subject  Shareholders  suffered certain
damages in connection  with the Rescission  Transactions,  on December 31, 2003,
the Company granted to the Subject Shareholders,  in the aggregate, new warrants
to purchase  57,594,772  shares of Company Common Stock.  The exercise prices of
the new warrants issued to each of the Subject  Shareholders ranged from $0.0465
to $0.0488. These exercise prices were calculated with the intention of allowing
the Subject  Shareholders to purchase equity of the Company on substantially the
same economic terms that they would have been  originally  entitled  pursuant to
the Rights Offering, but for the Rescission  Transactions.  The new warrants are
not exercisable until April 14, 2007. In connection with the issuance of the new
warrants to the Subject Shareholders,  the Company incurred a one-time, non-cash
charge of  approximately  $4.6  million,  which will be  reflected in its fourth
quarter results for 2003.

     Mr. Payan stated "Although the Rescission  Transactions  were beneficial to
the  Company  as a whole,  we  recognized  that the  Subject  Shareholders  were
economically   disadvantaged  by  agreeing  to  participate  in  the  Rescission
Transactions as the Company's  stock price had  appreciated  between the time at
which the Rights Offering was  consummated  and December 2003. As a result,  the
Company  believed  it  was in its  best  interests  to  compensate  the  Subject
Shareholders  for the damages that they suffered in a manner that was ultimately
cost-effective.  As a result of the  issuance of the new  warrants,  the Subject
Shareholders  were placed in substantially  the same economic position that they
were in prior to the  Rescission  Transactions.  In fact,  the Company now has a
lower  number of shares  outstanding  and,  under the terms of the  newly-issued
warrants,  the  Company  would not  encounter  the  possibility  of  significant
dilution before April 2007 from the exercise of such warrants."

     Payan added "As of  September  30,  2003,  the  Company had an  accumulated
deficit of  approximately  $123 million.  The $4.6 million  non-cash  accounting
charge the Company is required to record in connection  with the issuance of the
new warrants  would  increase  this deficit by less than 5%. We believe that the
charge has little  bearing on what otherwise  would have been a profitable  year
for the Company's  operations,  and has little effect on the positive  steps the
Company has taken in 2003.  The Company  returned its  day-to-day  operations to
profitability and hopes to remain as such."

                                       2
About Emerging Vision

     Emerging Vision,  Inc. operates one of the largest chains of retail optical
stores,  which  includes  one of the largest  franchised  optical  chains in the
United  States,  with  approximately  186 franchised  and  Company-owned  stores
located in 23 states,  the  District of Columbia,  Ontario,  Canada and the U.S.
Virgin Islands,  principally  operating  under the names "Sterling  Optical" and
"Site for Sore Eyes".

     THIS STATEMENT MAY CONTAIN CERTAIN  FORWARD-LOOKING  STATEMENTS,  WHICH MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES,  AND OTHER FACTORS NOT UNDER THE
COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS,  PERFORMANCE AND ACHIEVEMENTS
OF THE COMPANY TO BE  MATERIALLY  DIFFERENT  FROM THE RESULTS,  PERFORMANCE,  OR
EXPECTATIONS  OF THE COMPANY.  THESE  FACTORS  INCLUDE,  BUT ARE NOT LIMITED TO,
THOSE  DETAILED  IN THE  COMPANY'S  PERIODIC  FILINGS  WITH THE  SECURITIES  AND
EXCHANGE COMMISSION.

------------------------------------
Contact:

Emerging Vision, Inc.
Christopher G. Payan
(516) 390-2134
chris.payan@sterlingoptical.com

                                       3
Exhibit 3.8
                                                                     -----------

                                 FIRST AMENDMENT
                                       TO
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                              EMERGING VISION, INC.

     1. The Amended and  Restated  By-Laws of Emerging  Vision,  Inc. are hereby
further amended to add thereto a new Article VIII, Section 5, as follows:

     "Section 5. Certain Prohibited  Dispositions of Company Securities.  Except
as may  otherwise be approved by the Board of  Directors of the Company,  in its
sole  and  absolute  discretion,  any  purported  sale,  acquisition,  transfer,
conversion,  exercise or other disposition of stock, options, warrants and other
securities  in or of the  Company,  by  any  record  or  beneficial,  direct  or
indirect,  holder of five (5%) percent or more of such securities (whether prior
to or subsequent to any such sale, transfer,  acquisition or other disposition),
that, in the Company's determination (made in its sole and absolute discretion),
would result in an "ownership change," as that term is defined in Section 382 of
the  Internal  Revenue  Code of 1986,  as amended  (the "Code") and the Treasury
Regulations  promulgated  thereunder,  shall be prohibited,  void ab initio, and
shall not be recognized by the Company."

     2. The foregoing  amendment to the Amended and Restated  Bylaws of Emerging
Vision,  Inc. was  authorized by the Unanimous  Written  Consent of the Board of
Directors of Emerging Vision, Inc., dated November 13, 2003.

     IN WITNESS  WHEREOF,  the undersigned  duly authorized  officer of Emerging
Vision,  Inc.  has  executed  this First  Amendment  to the Amended and Restated
Bylaws of Emerging Vision, Inc. on November 13, 2003.

                                               /s/ Christopher G. Payan
                                               ------------------------
                                                Christopher G. Payan,
                                                Co-Chief Operating Officer and
                                                Chief Financial Officer