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

                       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 28, 2004


                              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 8.01  Other Events


     On  December  28,  2004,  the Board of  Directors  of the  Registrant  (the
"Board")  adopted a charter  of the  Compensation  Committee  of the Board  (the
"Charter").  A copy of the  Charter is  attached  as Exhibit  99.1  hereto.  The
Charter is incorporated herein by reference.


Exhibit No.       Document

99.1              Charter of the Compensation Committee of the Board of
                  Directors of Emerging Vision, Inc.





                          [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: Chief Executive Officer



Date:    December 28, 2004



<PAGE>
                                                                    Exhibit 99.1


                              EMERGING VISION, INC.
                         COMPENSATION COMMITTEE CHARTER

Committee Membership

     The Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of Emerging Vision,  Inc. (the "Company") shall consist solely of three
or more members of the Board, each of whom the Board has determined has no other
material   relationship  with  the  Company,  and  each  of  whom  is  otherwise
"independent" under the rules of the NASDAQ Stock Market.

     Members  shall  serve at the  pleasure  of the Board,  and for such term or
terms as the Board may determine.  A member of the Committee may be removed by a
majority  of the Board,  at any time,  and for any  reason,  including,  without
limitation, based upon a finding that a Committee member (i) no longer meets the
definition  of  "independent"  under the then  prevailing  listing  rules of the
NASDAQ Stock Market,  (ii) has willfully  violated the Company's  Code of Ethics
and  Conduct  (as adopted  and  amended,  from time to time),  (iii) has, in the
opinion of the Board,  violated his or her fiduciary  duty to the Company,  (iv)
who is a senior  executive  officer of the Company whose  compensation  approval
falls  within the purview of the  Committee,  and who also serves as a member of
the audit,  nominating,  compensation or governance committee of any corporation
in which such  Committee  member or member of his or her immediate  family is an
officer or  director,  or (v) has  committed  an act of moral  turpitude  or has
committed conduct which would hold the Company up to ridicule or scorn.


Committee Purpose and Responsibilities

     The Committee shall have the purpose and direct responsibility to:

     1.  Review and  approve  corporate  goals and  objectives  relevant  to the
compensation  of the Company's  Chief Executive  Officer  ("CEO"),  evaluate the
CEO's  performance  in light of those  goals  and  objectives,  and  either as a
committee  or  together  with the other  independent  directors,  determine  and
approve the CEO's  compensation  level based on this evaluation.  In determining
the long-term  incentive  component of CEO  compensation,  the  Committee  shall
consider,   among  other  factors,   the  Company's   performance  and  relative
shareholder  return, the value of similar incentive awards to CEOs at comparable
companies,  the awards given to the CEO in past years, and such other factors as
it may determine;

     2. Make recommendations to the Board with respect to non-CEO  compensation,
incentive-compensation  plans and equity-based plans,  oversee the activities of


<PAGE>

the individuals and committees  responsible for  administering  these plans, and
discharge any responsibilities imposed on the Committee by any of these plans;

     3. Approve any new equity  compensation  plan or any material  change to an
existing plan where  shareholder  approval has not been obtained and which is to
be submitted for adoption by the shareholders;

     4. In consultation  with  management,  oversee  regulatory  compliance with
respect to compensation matters,  including overseeing the Company's policies on
structuring  compensation  programs to preserve tax  deductibility,  and, as and
when required,  establishing  performance  goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal  Revenue
Code;

     5. Make  recommendations  to the Board  with  respect to any  severance  or
similar  termination  payments  proposed  to be made to any  current  or  former
executive officer or member of senior management of the Company;

     6.  Prepare an Annual  Report of the  Compensation  Committee  on Executive
Compensation for inclusion in the Company's annual proxy statement in accordance
with applicable SEC rules and regulations;

     7. Prepare and issue the evaluation required under "Performance Evaluation"
below;

     8. Report to the Board on a regular basis and not less than once a year;

     9. Perform any other duties or responsibilities  expressly delegated to the
Committee by the Board from time to time relating to the Company's  compensation
programs.


Committee Structure and Operations

     The Board shall  designate one member of the Committee as its  chairperson.
In the event of a tie vote on any issue, the chairperson's vote shall decide the
issue.  The  Committee  shall meet at least  three  times per year at a time and
place determined by the Committee  chairperson,  with further meetings to occur,
or actions to be taken by unanimous  written  consent,  when deemed necessary or
desirable by the  Committee or its  chairperson.  Members of the  Committee  may
participate in a meeting of the Committee by means of conference call or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

     The  Committee  may invite such members of management to its meetings as it
may deem  desirable  or  appropriate,  consistent  with the  maintenance  of the
confidentiality  of  compensation  discussions.  The CEO  should  not attend any
meeting  where the CEO's  performance  or  compensation  are  discussed,  unless
specifically invited by the Committee.


                                       2
<PAGE>

Delegation to Subcommittee

     The  Committee  may, in its  discretion,  delegate  all or a portion of its
duties and  responsibilities to a subcommittee of the Committee.  In particular,
the  Committee  may  delegate  the  approval  of  certain   transactions   to  a
subcommittee  consisting  solely  of  members  of  the  Committee  who  are  (i)
"Non-Employee  Directors"  for the  purposes of Rule 16b-3 under the  Securities
Exchange  Act of  1934,  as in  effect  from  time to time,  and  (ii)  "outside
directors" for the purposes of Section  162(m) of the Internal  Revenue Code, as
in effect from time to time.


Performance Evaluation

     The Committee shall prepare and review with the Board an annual performance
evaluation of the Committee,  which  evaluation shall compare the performance of
the Committee with the requirements of this charter. The performance  evaluation
shall also recommend to the Board any  improvements to the  Committee's  charter
deemed  necessary or desirable by the Committee.  The performance  evaluation by
the  Committee  shall  be  conducted  in  such  manner  as the  Committee  deems
appropriate.  The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee  designated by
the Committee to make this report.


Resources and Authority of the Committee

     The  Committee  shall  have the  resources  and  authority  appropriate  to
discharge  its duties and  responsibilities,  including the authority to select,
retain,  terminate,  and approve the fees and other  retention  terms of special
counsel  or other  experts  or  consultants,  as it deems  appropriate,  without
seeking  approval  of the Board or  management.  With  respect  to  compensation
consultants  retained to assist in the  evaluation  of  director,  CEO or senior
executive compensation, this authority shall be vested solely in the Committee.








                                       3
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{"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": "041229330"}, "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 28, 2004

                              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 8.01  Other Events

     On  December  28,  2004,  the Board of  Directors  of the  Registrant  (the
"Board")  adopted a charter  of the  Compensation  Committee  of the Board  (the
"Charter").  A copy of the  Charter is  attached  as Exhibit  99.1  hereto.  The
Charter is incorporated herein by reference.

Exhibit No.       Document

99.1              Charter of the Compensation Committee of the Board of
                  Directors of Emerging Vision, Inc.

                          [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: Chief Executive Officer

Date:    December 28, 2004
Exhibit 99.1

                              EMERGING VISION, INC.
                         COMPENSATION COMMITTEE CHARTER

Committee Membership

     The Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of Emerging Vision,  Inc. (the "Company") shall consist solely of three
or more members of the Board, each of whom the Board has determined has no other
material   relationship  with  the  Company,  and  each  of  whom  is  otherwise
"independent" under the rules of the NASDAQ Stock Market.

     Members  shall  serve at the  pleasure  of the Board,  and for such term or
terms as the Board may determine.  A member of the Committee may be removed by a
majority  of the Board,  at any time,  and for any  reason,  including,  without
limitation, based upon a finding that a Committee member (i) no longer meets the
definition  of  "independent"  under the then  prevailing  listing  rules of the
NASDAQ Stock Market,  (ii) has willfully  violated the Company's  Code of Ethics
and  Conduct  (as adopted  and  amended,  from time to time),  (iii) has, in the
opinion of the Board,  violated his or her fiduciary  duty to the Company,  (iv)
who is a senior  executive  officer of the Company whose  compensation  approval
falls  within the purview of the  Committee,  and who also serves as a member of
the audit,  nominating,  compensation or governance committee of any corporation
in which such  Committee  member or member of his or her immediate  family is an
officer or  director,  or (v) has  committed  an act of moral  turpitude  or has
committed conduct which would hold the Company up to ridicule or scorn.

Committee Purpose and Responsibilities

     The Committee shall have the purpose and direct responsibility to:

     1.  Review and  approve  corporate  goals and  objectives  relevant  to the
compensation  of the Company's  Chief Executive  Officer  ("CEO"),  evaluate the
CEO's  performance  in light of those  goals  and  objectives,  and  either as a
committee  or  together  with the other  independent  directors,  determine  and
approve the CEO's  compensation  level based on this evaluation.  In determining
the long-term  incentive  component of CEO  compensation,  the  Committee  shall
consider,   among  other  factors,   the  Company's   performance  and  relative
shareholder  return, the value of similar incentive awards to CEOs at comparable
companies,  the awards given to the CEO in past years, and such other factors as
it may determine;

     2. Make recommendations to the Board with respect to non-CEO  compensation,
incentive-compensation  plans and equity-based plans,  oversee the activities of
the individuals and committees  responsible for  administering  these plans, and
discharge any responsibilities imposed on the Committee by any of these plans;

     3. Approve any new equity  compensation  plan or any material  change to an
existing plan where  shareholder  approval has not been obtained and which is to
be submitted for adoption by the shareholders;

     4. In consultation  with  management,  oversee  regulatory  compliance with
respect to compensation matters,  including overseeing the Company's policies on
structuring  compensation  programs to preserve tax  deductibility,  and, as and
when required,  establishing  performance  goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal  Revenue
Code;

     5. Make  recommendations  to the Board  with  respect to any  severance  or
similar  termination  payments  proposed  to be made to any  current  or  former
executive officer or member of senior management of the Company;

     6.  Prepare an Annual  Report of the  Compensation  Committee  on Executive
Compensation for inclusion in the Company's annual proxy statement in accordance
with applicable SEC rules and regulations;

     7. Prepare and issue the evaluation required under "Performance Evaluation"
below;

     8. Report to the Board on a regular basis and not less than once a year;

     9. Perform any other duties or responsibilities  expressly delegated to the
Committee by the Board from time to time relating to the Company's  compensation
programs.

Committee Structure and Operations

     The Board shall  designate one member of the Committee as its  chairperson.
In the event of a tie vote on any issue, the chairperson's vote shall decide the
issue.  The  Committee  shall meet at least  three  times per year at a time and
place determined by the Committee  chairperson,  with further meetings to occur,
or actions to be taken by unanimous  written  consent,  when deemed necessary or
desirable by the  Committee or its  chairperson.  Members of the  Committee  may
participate in a meeting of the Committee by means of conference call or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

     The  Committee  may invite such members of management to its meetings as it
may deem  desirable  or  appropriate,  consistent  with the  maintenance  of the
confidentiality  of  compensation  discussions.  The CEO  should  not attend any
meeting  where the CEO's  performance  or  compensation  are  discussed,  unless
specifically invited by the Committee.

                                       2
Delegation to Subcommittee

     The  Committee  may, in its  discretion,  delegate  all or a portion of its
duties and  responsibilities to a subcommittee of the Committee.  In particular,
the  Committee  may  delegate  the  approval  of  certain   transactions   to  a
subcommittee  consisting  solely  of  members  of  the  Committee  who  are  (i)
"Non-Employee  Directors"  for the  purposes of Rule 16b-3 under the  Securities
Exchange  Act of  1934,  as in  effect  from  time to time,  and  (ii)  "outside
directors" for the purposes of Section  162(m) of the Internal  Revenue Code, as
in effect from time to time.

Performance Evaluation

     The Committee shall prepare and review with the Board an annual performance
evaluation of the Committee,  which  evaluation shall compare the performance of
the Committee with the requirements of this charter. The performance  evaluation
shall also recommend to the Board any  improvements to the  Committee's  charter
deemed  necessary or desirable by the Committee.  The performance  evaluation by
the  Committee  shall  be  conducted  in  such  manner  as the  Committee  deems
appropriate.  The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee  designated by
the Committee to make this report.

Resources and Authority of the Committee

     The  Committee  shall  have the  resources  and  authority  appropriate  to
discharge  its duties and  responsibilities,  including the authority to select,
retain,  terminate,  and approve the fees and other  retention  terms of special
counsel  or other  experts  or  consultants,  as it deems  appropriate,  without
seeking  approval  of the Board or  management.  With  respect  to  compensation
consultants  retained to assist in the  evaluation  of  director,  CEO or senior
executive compensation, this authority shall be vested solely in the Committee.

                                       3