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

                       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): May 24, 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 5. Other Events

     On May 24, 2004, Emerging Vision,  Inc. (the "Registrant")  amended Article
II,  Section 2 and Article  III,  Section 3 of the  Registrant's  bylaws,  which
provide,  respectively,  for the  manner  in  which  shareholder  proposals  and
nominations  for  directors  are made.  A copy of such  amendment is attached as
Exhibit 3.9 hereto.

     On June 9, 2004, the Registrant issued a press release  announcing that, on
June 7, 2004, its Senior Vice President,  Co-Chief  Operating  Officer and Chief
Financial  Officer,  Christopher G. Payan, was appointed Chief Executive Officer
of the  Registrant,  and that Brian  Alessi,  who has served as EVI's  Corporate
Controller  since January 2002,  will succeed Mr. Payan as EVI's Chief Financial
Officer.  A copy of such press  release is attached as Exhibit 99.1 hereto.  The
press release is incorporated herein by reference.



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

 3.9              Second Amendment to Amended and Restated By-Laws of Emerging
                     Vision, Inc.

99.1              Press Release, dated June 9, 2004, issued by 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:    June 16, 2004












                                       3
<PAGE>

                                                                     Exhibit 3.9

                                SECOND AMENDMENT
                                       TO
                           AMENDED AND RESTATED BYLAWS
                                       OF
                              EMERGING VISION, INC.


     1. The Amended and  Restated  Bylaws of Emerging  Vision,  Inc.  are hereby
further amended to:

     (a) delete therefrom the provisions of the second full paragraph of Article
II, Section 2,  commencing with the words  "provided,  however," and ending with
the words "whichever  first occurs",  and the same shall be replaced as follows:
"provided,  however,  if during the prior year the  corporation  did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a proposal  has changed more than 30 days from the date of the meeting in
the prior year,  then such notice must be received a reasonable  time before the
corporation mails the proxy statement for the current year"; and

     (b) delete therefrom the provisions of the second full paragraph of Article
III, Section 3, commencing with the words  "Provided,  however," and ending with
the words "whichever  first occurs",  and the same shall be replaced as follows:
"provided,  however,  if during the prior year the  corporation  did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a  nomination  for the election of  director(s)  has changed more than 30
days from the date of the  meeting in the prior  year,  then such notice must be
received a reasonable time before the corporation  mails the proxy statement for
the current year".

     2. The foregoing  amendment to the Amended and Restated  Bylaws of Emerging
Vision,  Inc. was authorized by the Board of Directors of Emerging Vision,  Inc.
at a special meeting of the Board, held on May 24, 2004.

     IN WITNESS  WHEREOF,  the undersigned  duly authorized  officer of Emerging
Vision,  Inc.  has  executed  this Second  Amendment to the Amended and Restated
Bylaws of Emerging Vision, Inc. as of May 24, 2004.



                                            /s/ Christopher G. Payan
                                          -----------------------------
                                            Christopher G. Payan
                                            Chief Executive Officer

<PAGE>

                                                                    Exhibit 99.1

                                                           FOR IMMEDIATE RELEASE


                         EMERGING VISION, INC. APPOINTS
                  CHRISTOPHER PAYAN AS CHIEF EXECUTIVE OFFICER


     GARDEN CITY,  N.Y. - June 9, 2004 -Emerging  Vision,  Inc.  ("EVI") (OTCBB:
ISEE.OB)  announced  today that its Senior Vice  President,  Co-Chief  Operating
Officer and Chief Financial  Officer,  Christopher G. Payan, was appointed Chief
Executive Officer of the Company on June 7, 2004.

     Mr.  Payan  joined EVI in July 2001 as its Vice  President  of Finance.  In
December  2001, he was appointed  EVI's Chief  Financial  Officer,  and in April
2002, was appointed one of its Co-Chief Operating  Officers.  As a key member of
the management team that helped to rehabilitate EVI's operation and return it to
profitability,  Mr.  Payan is ideally  placed to build on previous  successes by
adding new vision for the continued  growth and  development  of EVI. He is well
equipped with substantial financial and operational experience, coupled with the
industry knowledge he has developed during the past 3 years with EVI.

     "EVI is in a pivotal  position in its lifecycle and I'm proud to be leading
the EVI team as we follow through on our growth  initiatives," Payan said. "Over
the past 24  months,  EVI has  focused  on  strengthening  and  solidifying  its
operations,  while  maintaining  its  position  as a  significant  player in the
optical and franchise  industries.  I am privileged  and delighted to be able to
lead EVI into the next stage of its development and look forward to working with
the Board and my outstanding  management  team to continue to drive and grow our
business."

     Brian Alessi,  who has served as EVI's Corporate  Controller  since January
2002, will succeed Mr. Payan as EVI's Chief Financial Officer.


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  168 franchised  and  Company-owned  stores
located in 19 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".


                                       1
<PAGE>

     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:

Georgeson Shareholder Communications Inc.
Jon Einsidler
(212) 440-9884













                                       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": "04866428"}, "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): May 24, 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 5. Other Events

     On May 24, 2004, Emerging Vision,  Inc. (the "Registrant")  amended Article
II,  Section 2 and Article  III,  Section 3 of the  Registrant's  bylaws,  which
provide,  respectively,  for the  manner  in  which  shareholder  proposals  and
nominations  for  directors  are made.  A copy of such  amendment is attached as
Exhibit 3.9 hereto.

     On June 9, 2004, the Registrant issued a press release  announcing that, on
June 7, 2004, its Senior Vice President,  Co-Chief  Operating  Officer and Chief
Financial  Officer,  Christopher G. Payan, was appointed Chief Executive Officer
of the  Registrant,  and that Brian  Alessi,  who has served as EVI's  Corporate
Controller  since January 2002,  will succeed Mr. Payan as EVI's Chief Financial
Officer.  A copy of such press  release is attached as Exhibit 99.1 hereto.  The
press release is incorporated herein by reference.

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

 3.9              Second Amendment to Amended and Restated By-Laws of Emerging
                     Vision, Inc.

99.1              Press Release, dated June 9, 2004, issued by 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:    June 16, 2004

                                       3
Exhibit 3.9

                                SECOND AMENDMENT
                                       TO
                           AMENDED AND RESTATED BYLAWS
                                       OF
                              EMERGING VISION, INC.

     1. The Amended and  Restated  Bylaws of Emerging  Vision,  Inc.  are hereby
further amended to:

     (a) delete therefrom the provisions of the second full paragraph of Article
II, Section 2,  commencing with the words  "provided,  however," and ending with
the words "whichever  first occurs",  and the same shall be replaced as follows:
"provided,  however,  if during the prior year the  corporation  did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a proposal  has changed more than 30 days from the date of the meeting in
the prior year,  then such notice must be received a reasonable  time before the
corporation mails the proxy statement for the current year"; and

     (b) delete therefrom the provisions of the second full paragraph of Article
III, Section 3, commencing with the words  "Provided,  however," and ending with
the words "whichever  first occurs",  and the same shall be replaced as follows:
"provided,  however,  if during the prior year the  corporation  did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a  nomination  for the election of  director(s)  has changed more than 30
days from the date of the  meeting in the prior  year,  then such notice must be
received a reasonable time before the corporation  mails the proxy statement for
the current year".

     2. The foregoing  amendment to the Amended and Restated  Bylaws of Emerging
Vision,  Inc. was authorized by the Board of Directors of Emerging Vision,  Inc.
at a special meeting of the Board, held on May 24, 2004.

     IN WITNESS  WHEREOF,  the undersigned  duly authorized  officer of Emerging
Vision,  Inc.  has  executed  this Second  Amendment to the Amended and Restated
Bylaws of Emerging Vision, Inc. as of May 24, 2004.

                                            /s/ Christopher G. Payan
                                          -----------------------------
                                            Christopher G. Payan
                                            Chief Executive Officer
Exhibit 99.1

                                                           FOR IMMEDIATE RELEASE

                         EMERGING VISION, INC. APPOINTS
                  CHRISTOPHER PAYAN AS CHIEF EXECUTIVE OFFICER

     GARDEN CITY,  N.Y. - June 9, 2004 -Emerging  Vision,  Inc.  ("EVI") (OTCBB:
ISEE.OB)  announced  today that its Senior Vice  President,  Co-Chief  Operating
Officer and Chief Financial  Officer,  Christopher G. Payan, was appointed Chief
Executive Officer of the Company on June 7, 2004.

     Mr.  Payan  joined EVI in July 2001 as its Vice  President  of Finance.  In
December  2001, he was appointed  EVI's Chief  Financial  Officer,  and in April
2002, was appointed one of its Co-Chief Operating  Officers.  As a key member of
the management team that helped to rehabilitate EVI's operation and return it to
profitability,  Mr.  Payan is ideally  placed to build on previous  successes by
adding new vision for the continued  growth and  development  of EVI. He is well
equipped with substantial financial and operational experience, coupled with the
industry knowledge he has developed during the past 3 years with EVI.

     "EVI is in a pivotal  position in its lifecycle and I'm proud to be leading
the EVI team as we follow through on our growth  initiatives," Payan said. "Over
the past 24  months,  EVI has  focused  on  strengthening  and  solidifying  its
operations,  while  maintaining  its  position  as a  significant  player in the
optical and franchise  industries.  I am privileged  and delighted to be able to
lead EVI into the next stage of its development and look forward to working with
the Board and my outstanding  management  team to continue to drive and grow our
business."

     Brian Alessi,  who has served as EVI's Corporate  Controller  since January
2002, will succeed Mr. Payan as EVI's Chief Financial Officer.

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  168 franchised  and  Company-owned  stores
located in 19 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".

                                       1
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:

Georgeson Shareholder Communications Inc.
Jon Einsidler
(212) 440-9884

                                       2