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): July 2, 2001


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



           New York                        1-14128                11-3096941
------------------------------     ----------------------     ------------------
 (State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
        of Incorporation)                                    Identification No.)



                             1500 Hempstead Turnpike
                           East Meadow, New York 11554
                           ---------------------------
                    (Address of Principal Executive Offices)


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



<PAGE>


Item 5. Other Events

     1. Effective July 2, 2001, Mr. Robert Hillman was appointed as the Chairman
of the Board of  Directors,  President and Chief  Executive  Officer of Emerging
Vision,  Inc.  (the  "Registrant")  and each of its  wholly  owned  subsidiaries
(collectively,  the "Company") and, in connection therewith,  the Registrant and
Mr. Hillman entered into an Employment Agreement having a term of three years. A
copy of such Employment Agreement is attached hereto as Exhibit 10.115.


     2. On July 5, 2001, the Registrant and each of Rare Medium Group,  Inc. and
Rare Medium, Inc. (collectively, "Rare") entered into a Settlement Agreement and
Mutual Release pursuant to which the Company's dispute with Rare regarding their
respective  obligations  under the  Registrant's  various  agreements  with Rare
(pertaining to the development and  implementation  of the Company's  previously
abandoned,  e-commerce  business  and  strategies)  was  settled and each of the
parties  was  released  from  substantially  all of its  respective  obligations
thereunder  (including,  but not limited to, the $3.00 price protection guaranty
afforded Rare with respect to the one million shares of the Registrant's  Common
Stock previously  issued to Rare under such agreements (the "Existing  Shares"),
all in exchange for: (i) the  Company's  payment to Rare of the sum of $375,000:
(ii) the  Registrant's  issuance to Rare of an additional  one million shares of
its Common Stock,  which the Registrant will be required to seek to register for
resale under the Securities  Act of 1933, as amended (the "Act");  and (iii) the
Registrant's  agreement not to impede Rare's sale of the Existing Shares, all of
which  were  previously  registered  under  the Act.  A copy of such  Settlement
Agreement is attached hereto as Exhibit 10.116.


     3. The Nasdaq Stock Market, Inc. ("Nasdaq") requires, among other items, as
a condition to the  continued  listing of the  Registrant's  Common Stock on the
Nasdaq National Market System ("Nasdaq-NMS"), a minimum bid price for its Common
Stock of $1.00 per share.  On April 9, 2001,  the  Registrant  was  notified  by
Nasdaq that it did not meet such  minimum  bid price of $1.00 for the  continued
listing of its shares on the  Nasdaq-NMS  and that the Registrant had until July
5, 2001 to comply  with such rule in order to avoid  delisting;  and, on July 6,
2001, the Registrant  received an additional  notice from Nasdaq of its decision
that such  Common  Stock  would be  delisted on July 16, 2001 as a result of the
Registrant's failure to meet such requirement, which decision the Registrant has
appealed  based  upon  its  Board  of  Directors'   authorization   (subject  to
shareholder  approval at its 2001 Annual  Meeting of  Stockholders)  to effect a
reverse stock split of its issued and  outstanding  shares of Common Stock.  The
Registrant  has been  advised  by Nasdaq  that a hearing  request  will stay the
delisting of the  Registrant's  Common Stock pending its  decision.  On July 12,
2001,  the Registrant  issued a press release  regarding its intention to appeal
such decision by Nasdaq, a copy of which is attached hereto as Exhibit 99.1.



<PAGE>

Item 7. Financial Statements and Exhibits


Exhibit No.    Document.

10.115    Employment  Agreement,  dated as of June 6, 2001 and  effective  as of
          July 2, 2001, between Emerging Vision, Inc. and Robert Hillman.

10.116    Settlement  Agreement  and Mutual  Release,  dated as of July 5, 2001,
          between  Emerging  Vision,  Inc. and Rare Medium Group,  Inc. and Rare
          Medium, Inc.

99.1      Press Release,  dated July 12, 2001, with respect to the  Registrant's
          decision  to  appeal  the   Nasdaq's   determination   to  delist  the
          Registrant's  shares of Common Stock from the Nasdaq  National  Market
          System.




<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/ George Papadopoulos
                                            ----------------------------
                                     Name:  George Papadopoulos
                                     Title: Senior Vice President, Chief
                                            Financial Officer and Secretary



Date:   July 12, 2001
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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": "1679270"}, "business-address": {"street1": "1065 AVE OF THE AMERICAS", "street2": "31ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "6462233600"}, "mail-address": {"street1": "1065 AVE OF THE AMERICAS", "street2": "31ST FLOOR", "city": "NEW YORK", "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): July 2, 2001

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

           New York                        1-14128                11-3096941
------------------------------     ----------------------     ------------------
 (State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
        of Incorporation)                                    Identification No.)

                             1500 Hempstead Turnpike
                           East Meadow, New York 11554
                           ---------------------------
                    (Address of Principal Executive Offices)

                                 (516) 390-2100
                                 --------------
              (Registrant's telephone number, including area code)
Item 5. Other Events

     1. Effective July 2, 2001, Mr. Robert Hillman was appointed as the Chairman
of the Board of  Directors,  President and Chief  Executive  Officer of Emerging
Vision,  Inc.  (the  "Registrant")  and each of its  wholly  owned  subsidiaries
(collectively,  the "Company") and, in connection therewith,  the Registrant and
Mr. Hillman entered into an Employment Agreement having a term of three years. A
copy of such Employment Agreement is attached hereto as Exhibit 10.115.

     2. On July 5, 2001, the Registrant and each of Rare Medium Group,  Inc. and
Rare Medium, Inc. (collectively, "Rare") entered into a Settlement Agreement and
Mutual Release pursuant to which the Company's dispute with Rare regarding their
respective  obligations  under the  Registrant's  various  agreements  with Rare
(pertaining to the development and  implementation  of the Company's  previously
abandoned,  e-commerce  business  and  strategies)  was  settled and each of the
parties  was  released  from  substantially  all of its  respective  obligations
thereunder  (including,  but not limited to, the $3.00 price protection guaranty
afforded Rare with respect to the one million shares of the Registrant's  Common
Stock previously  issued to Rare under such agreements (the "Existing  Shares"),
all in exchange for: (i) the  Company's  payment to Rare of the sum of $375,000:
(ii) the  Registrant's  issuance to Rare of an additional  one million shares of
its Common Stock,  which the Registrant will be required to seek to register for
resale under the Securities  Act of 1933, as amended (the "Act");  and (iii) the
Registrant's  agreement not to impede Rare's sale of the Existing Shares, all of
which  were  previously  registered  under  the Act.  A copy of such  Settlement
Agreement is attached hereto as Exhibit 10.116.

     3. The Nasdaq Stock Market, Inc. ("Nasdaq") requires, among other items, as
a condition to the  continued  listing of the  Registrant's  Common Stock on the
Nasdaq National Market System ("Nasdaq-NMS"), a minimum bid price for its Common
Stock of $1.00 per share.  On April 9, 2001,  the  Registrant  was  notified  by
Nasdaq that it did not meet such  minimum  bid price of $1.00 for the  continued
listing of its shares on the  Nasdaq-NMS  and that the Registrant had until July
5, 2001 to comply  with such rule in order to avoid  delisting;  and, on July 6,
2001, the Registrant  received an additional  notice from Nasdaq of its decision
that such  Common  Stock  would be  delisted on July 16, 2001 as a result of the
Registrant's failure to meet such requirement, which decision the Registrant has
appealed  based  upon  its  Board  of  Directors'   authorization   (subject  to
shareholder  approval at its 2001 Annual  Meeting of  Stockholders)  to effect a
reverse stock split of its issued and  outstanding  shares of Common Stock.  The
Registrant  has been  advised  by Nasdaq  that a hearing  request  will stay the
delisting of the  Registrant's  Common Stock pending its  decision.  On July 12,
2001,  the Registrant  issued a press release  regarding its intention to appeal
such decision by Nasdaq, a copy of which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits

Exhibit No.    Document.

10.115    Employment  Agreement,  dated as of June 6, 2001 and  effective  as of
          July 2, 2001, between Emerging Vision, Inc. and Robert Hillman.

10.116    Settlement  Agreement  and Mutual  Release,  dated as of July 5, 2001,
          between  Emerging  Vision,  Inc. and Rare Medium Group,  Inc. and Rare
          Medium, Inc.

99.1      Press Release,  dated July 12, 2001, with respect to the  Registrant's
          decision  to  appeal  the   Nasdaq's   determination   to  delist  the
          Registrant's  shares of Common Stock from the Nasdaq  National  Market
          System.
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/ George Papadopoulos
                                            ----------------------------
                                     Name:  George Papadopoulos
                                     Title: Senior Vice President, Chief
                                            Financial Officer and Secretary

Date:   July 12, 2001