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

                       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): February 10, 2003


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


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


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

     Emerging Vision, Inc. issued a press release on February 10, 2003 regarding
the announcement of the final terms of its shareholder  rights offering,  a copy
of which 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 exhibit is filed with this report:


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

99.1              Press Release, dated February 10, 2003, with respect to the
                  Registrant's rights offering of shares of its common stock and
                  warrants to purchase additional shares of common stock.






                          [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 11, 2003














                                      -3-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------



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

99.1              Press Release, dated February 10, 2003, with respect to the
                  Registrant's rights offering of shares of its common stock and
                  warrants to purchase additional shares of common stock.























                                      -4-

<PAGE>

                                                                EXHIBIT NO. 99.1


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


                              EMERGING VISION, INC.
                      SETS THE TERMS OF ITS RIGHTS OFFERING

     Garden  City,  New York  (Business  Wire) -  February  10,  2003 - Emerging
Vision,  Inc.  (OTCBB:  ISEE.OB)  today  announced  that it has filed an amended
registration statement with the Securities and Exchange Commission in connection
with its previously  announced rights offering to its  shareholders.  The rights
offering  will consist of  50,000,000  units,  with each unit  consisting of one
share of the Company's common stock and a warrant,  having a term of twelve (12)
months,  to purchase one  additional  share of common stock at an exercise price
equal to $0.05,  unless the  average  of the last  reported  sales  price of its
common  stock,  as quoted on the OTC  Bulletin  Board,  during the fifteen  (15)
trading days immediately  preceding,  and including,  April 7, 2003 is $0.125 or
more and the average  number of shares  traded during each of those fifteen (15)
trading days is 50,000 or more,  in which case the exercise  price will be equal
to $0.06,  or if the same volume  conditions are met but the average of the last
reported  sales prices is $0.195 or more, in which case the exercise  price will
be equal to $0.07.

     Each  shareholder  will be granted 1.67  non-transferable  rights for every
share of common stock owned as of February 25, 2003, the record date. Each right
will be exercisable for one unit at a price of $0.04, the proceeds of which will
be used to repay the amounts  outstanding  under the Company's  existing  credit
facility and term loan, to fund its plan to close non-profitable  stores and for
general  corporate  and  working  capital  purposes.  The rights  offering  will
commence on or about February 26, 2003 and continue until 5:00 p.m. on April 14,
2003.

     In addition,  an  oversubscription  privilege has been  included,  allowing
shareholders  to subscribe  for  additional  units not  subscribed  for by other
shareholders  pro rata  based on the number of units  purchased  under the basic
subscription  privilege.  No fractional  rights will be issued,  but the Company
will round the number of rights its  shareholders  receive  down to the  nearest
whole number.

     A registration  statement  relating to these securities has been filed with
the Securities and Exchange  Commission but has not yet become effective.  These
securities  may not be sold, nor may offers to buy be accepted prior to the time
the registration statement becomes effective,  and will be made only by means of
a prospectus.  This press release shall not  constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

<PAGE>

About Emerging Vision

     Emerging Vision,  Inc. operates one of the largest chains of retail optical
stores and 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".

     All statements  contained  herein (other than  historical  facts) are based
upon current  expectations.  These  statements are forward looking in nature and
involve  a  number  of  risks  and  uncertainties.  Actual  results  may  differ
materially from the anticipated  results or other expectations  expressed in the
Company's  forward  looking  statements.   Generally,  the  words  "anticipate",
"believe", "possible", "estimate" and "expects" and similar expressions, as they
relate to the Company and/or its  management,  are intended to identify  forward
looking statements.

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

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



















                                      -2-
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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": "03548949"}, "business-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "6462233600"}, "mail-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "10018"}, "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): February 10, 2003

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

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

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

     Emerging Vision, Inc. issued a press release on February 10, 2003 regarding
the announcement of the final terms of its shareholder  rights offering,  a copy
of which 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 exhibit is filed with this report:

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

99.1              Press Release, dated February 10, 2003, with respect to the
                  Registrant's rights offering of shares of its common stock and
                  warrants to purchase additional shares of common stock.

                          [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 11, 2003

                                      -3-
EXHIBIT INDEX
                                  -------------

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

99.1              Press Release, dated February 10, 2003, with respect to the
                  Registrant's rights offering of shares of its common stock and
                  warrants to purchase additional shares of common stock.

                                      -4-
EXHIBIT NO. 99.1

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

                              EMERGING VISION, INC.
                      SETS THE TERMS OF ITS RIGHTS OFFERING

     Garden  City,  New York  (Business  Wire) -  February  10,  2003 - Emerging
Vision,  Inc.  (OTCBB:  ISEE.OB)  today  announced  that it has filed an amended
registration statement with the Securities and Exchange Commission in connection
with its previously  announced rights offering to its  shareholders.  The rights
offering  will consist of  50,000,000  units,  with each unit  consisting of one
share of the Company's common stock and a warrant,  having a term of twelve (12)
months,  to purchase one  additional  share of common stock at an exercise price
equal to $0.05,  unless the  average  of the last  reported  sales  price of its
common  stock,  as quoted on the OTC  Bulletin  Board,  during the fifteen  (15)
trading days immediately  preceding,  and including,  April 7, 2003 is $0.125 or
more and the average  number of shares  traded during each of those fifteen (15)
trading days is 50,000 or more,  in which case the exercise  price will be equal
to $0.06,  or if the same volume  conditions are met but the average of the last
reported  sales prices is $0.195 or more, in which case the exercise  price will
be equal to $0.07.

     Each  shareholder  will be granted 1.67  non-transferable  rights for every
share of common stock owned as of February 25, 2003, the record date. Each right
will be exercisable for one unit at a price of $0.04, the proceeds of which will
be used to repay the amounts  outstanding  under the Company's  existing  credit
facility and term loan, to fund its plan to close non-profitable  stores and for
general  corporate  and  working  capital  purposes.  The rights  offering  will
commence on or about February 26, 2003 and continue until 5:00 p.m. on April 14,
2003.

     In addition,  an  oversubscription  privilege has been  included,  allowing
shareholders  to subscribe  for  additional  units not  subscribed  for by other
shareholders  pro rata  based on the number of units  purchased  under the basic
subscription  privilege.  No fractional  rights will be issued,  but the Company
will round the number of rights its  shareholders  receive  down to the  nearest
whole number.

     A registration  statement  relating to these securities has been filed with
the Securities and Exchange  Commission but has not yet become effective.  These
securities  may not be sold, nor may offers to buy be accepted prior to the time
the registration statement becomes effective,  and will be made only by means of
a prospectus.  This press release shall not  constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
About Emerging Vision

     Emerging Vision,  Inc. operates one of the largest chains of retail optical
stores and 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".

     All statements  contained  herein (other than  historical  facts) are based
upon current  expectations.  These  statements are forward looking in nature and
involve  a  number  of  risks  and  uncertainties.  Actual  results  may  differ
materially from the anticipated  results or other expectations  expressed in the
Company's  forward  looking  statements.   Generally,  the  words  "anticipate",
"believe", "possible", "estimate" and "expects" and similar expressions, as they
relate to the Company and/or its  management,  are intended to identify  forward
looking statements.

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

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

                                      -2-