UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                                (AMENDMENT NO. 1)

Filed by the Registrant                     |X|
Filed by a Party other than the Registrant  |_|

Check the appropriate box:



                                                                           
|X|      Preliminary Proxy Statement                          |_|      Confidential, For Use of the
|_|      Definitive Proxy Statement                                    Commission Only (as permitted by
|_|      Definitive Additional Materials                               Rule 14a-6(e)(2))
|_|      Soliciting Material Under ss.240.14a-12



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

    -------------------------------------------------------------------------
    (Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1)   Title of each class of securities to which transaction applies:

      (2)   Aggregate number of securities to which transaction applies:

      (3)   Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how its was determined):

      (4)   Proposed maximum aggregate value of transaction:

      (5)   Total fee paid:

|_|   Fee paid previously with preliminary materials: ___________________

|_|   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      (1)   Amount previously paid:

      (2)   Form, Schedule or Registration Statement No.:

      (3)   Filing Party:

      (4)   Date Filed:


                              EMERGING VISION, INC.
                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                           To be held on May __, 2005

To the Shareholders of Emerging Vision, Inc.:

      NOTICE IS  HEREBY  GIVEN  that a  Special  Meeting  of  Shareholders  (the
"Special  Meeting") of Emerging  Vision,  Inc.  ("EVI" or the "Company") will be
held at the offices of Certilman  Balin Adler & Hyman,  LLP, 90 Merrick  Avenue,
East  Meadow,  NY 11554,  on  _________,  the __ day of May 2005,  at 10:00 a.m.
(local time), for the following purposes:

      (1)   To  consider  and act upon a  proposal  to amend  EVI's  1995  Stock
            Incentive  Plan, as amended (the "Plan"),  to increase the number of
            shares of Common Stock issuable  thereunder to  twenty-five  million
            (25,000,000) shares.

      A Proxy  Statement  explaining the matters to be acted upon at the Special
Meeting is enclosed. Please read it carefully.

      The Board of Directors has fixed the close of business on April 1, 2005 as
the  record  date  for the  determination  of the  shareholders  of the  Company
entitled  to notice of, and to vote at, the Special  Meeting or any  adjournment
thereof.  We encourage you,  nevertheless,  to vote by proxy. You may attend the
meeting and change your vote at that time if you wish to do so.

      If you have any  questions  about  the  procedures  for  admission  to the
Special Meeting,  please contact the Company's counsel,  Adam M. Stahl, of Stahl
Law Associates, LLP, at (516) 465-6952 or via e-mail at adstahl@stahllaw.net.

                                By Order of the Board of Directors

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

April 25, 2005


      ALL HOLDERS OF THE COMPANY'S COMMON STOCK AND SENIOR CONVERTIBLE PREFERRED
STOCK  (WHETHER  THEY INTEND TO ATTEND THE SPECIAL  MEETING OR NOT) ARE STRONGLY
ENCOURAGED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD ENCLOSED.


                                       2


                              EMERGING VISION, INC.
                                 PROXY STATEMENT
                         SPECIAL MEETING OF SHAREHOLDERS

                           To be held on May __, 2005

      This Proxy  Statement  is being  furnished  to  shareholders  of  Emerging
Vision,  Inc.  ("EVI"  or the  "Company"),  of record  as of April 1,  2005,  in
connection with the solicitation of proxies by the Board of Directors of EVI for
the Special Meeting of Shareholders to be held at the offices of Certilman Balin
Adler & Hyman, LLP, 90 Merrick Avenue, East Meadow, NY 11554, on __________, May
__, 2005, at 10:00 a.m. (local time),  and at any  adjournments,  postponements,
continuations or  reschedulings  of the meeting,  for the purposes stated in the
Notice of Special Meeting of Shareholders.

      The  approximate  date of mailing to shareholders of the Notice of Special
Meeting, this Proxy Statement and the enclosed proxy card, is April 29, 2005.


Who is Entitled to Vote at the Special Meeting

      The Board has fixed the close of  business  on April 1, 2005 as the record
date for the  determination  of  shareholders  entitled to notice of the Special
Meeting,  and only holders of record of the Company's  common stock (the "Common
Stock") and senior  convertible  preferred  stock  (which with the Common  Stock
shall  collectively  be  referred  to in this  Proxy  Statement  as the  "voting
shares") on that date will be entitled to such notice and to vote at the Special
Meeting.  As of the record  date,  we had a total of  70,422,217  voting  shares
entitled to vote at the Special Meeting, including:

      o     70,323,698  shares of Common Stock, each entitled to one vote on all
            matters presented at the Special Meeting, and

      o     0.74  shares  of  senior  convertible  preferred  stock,  which  are
            entitled to vote on an as-converted basis,  together with the common
            stock as a single class, 98,519 shares of Common Stock.

How You Can Vote

      You can vote by completing  and returning the enclosed proxy card by mail.
To vote your proxy by mail,  mark your  selections  on the enclosed  proxy card,
date and sign your name  exactly as it appears  on your proxy  card,  and return
your proxy card.


Vote Required

      The presence,  in person or by proxy, of the holders of voting shares that
represent  a majority  of the voting  shares  entitled to be cast at the Special
Meeting is necessary to constitute a quorum at the Special Meeting.  Abstentions
and broker non-votes will be counted to determine whether a quorum is present.

      A majority  of the votes cast at the Special  Meeting is required  for the
increase  in the number of shares of Common  Stock  issuable  under the Plan (as
hereinafter defined). Accordingly,  abstentions, broker non-votes and shares not
voted will not be counted in the total vote.


Revocation of Proxies

      If the enclosed proxy card is signed and returned,  it may,  nevertheless,
be  revoked at any time prior to the  voting  thereof at the  discretion  of the
shareholder signing it, by:

      o     delivering,  via certified mail - return receipt requested,  written
            notice of revocation  to the Secretary of the Company,  which notice
            must be  received by 5:00 p.m.  (local  time) on  ________,  May __,
            2005, at the Company's  executive  offices at 100 Quentin  Roosevelt
            Blvd., Suite 508, Garden City, New York 11530,

                                       3


      o     by voting the shares  covered by that proxy in person at the Special
            Meeting, or

      o     by submitting a duly executed proxy bearing a later date.


Voting

      Voting  shares  represented  by a duly  executed  proxy  will be  voted in
accordance  with the voting  instructions  indicated by the  shareholder  on the
proxy, and if no such instructions are indicated,  will be voted in favor of the
amendment to increase the number of shares of Common  Stock  issuable  under the
Plan.

      If you sign  your  proxy  card but do not  make any  selections,  you give
authority to  Christopher G. Payan,  our Chief  Executive  Officer,  and Adam M.
Stahl of Stahl  Law  Associates,  LLP,  our  counsel,  to vote  upon the  matter
incident to the conduct of the Special  Meeting.  Mr. Payan and Mr. Stahl intend
to use such authority to vote FOR the amendment to increase the number of shares
of Common Stock issuable under the Plan.

      The Proxy is being solicited by the Company's  Board of Directors.  A list
of  shareholders  entitled to vote at the Special  Meeting will be available for
examination by any shareholder at the Special Meeting.

                                 PROPOSAL NO. 1:

      APPROVAL OF INCREASE IN SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
                  UNDER THE COMPANY'S 1995 STOCK INCENTIVE PLAN

      On  February  14,  2005,  the Board of  Directors  authorized,  subject to
shareholder  approval,  Amendment  No. 5 to the Company's  1995 Stock  Incentive
Plan, as amended (the "Plan"),  increasing  the number of shares of Common Stock
authorized for issuance thereunder from 7,000,000 to 25,000,000. As of April 18,
2005,  there were  5,326,210  shares of Common Stock  issuable  (pursuant to the
exercise of outstanding options granted under the Plan) under the Plan.

      The Board of Directors  believes  that it is in the best  interests of the
Company and its  shareholders  to approve  Amendment No. 5, which will allow the
Company to increase the number of shares of Common Stock authorized for issuance
under the Plan, in order to enable the Company to secure and retain the services
of current and future key officers, directors, employees and consultants.

DESCRIPTION OF THE 1995 STOCK INCENTIVE PLAN

      The Company adopted the Plan in order to motivate qualified  employees of,
and certain consultants to, the Company and its affiliates, as well as to assist
the Company and its affiliates in attracting  talented  officers,  directors and
employees,  and to  align  the  interests  of such  persons  with  those  of the
shareholders  of the  Company.  As of April  18,  2005,  40  individuals  and/or
entities held options under the Plan, and four of such  individuals were granted
options under the Plan, subject to the approval of this Proposal No. 1.

      Certain features of the Plan are summarized below.  However,  such summary
is qualified in its entirety by reference to the full text of the Plan, which is
available at the offices of the Company.

      The Plan provides for the grant of "incentive  stock options"  ("Incentive
Stock Options")  within the meaning of Section 422 of the Internal  Revenue Code
of 1986, as amended (the "Code"), and nonqualified stock options  ("Nonqualified
Options") to key employees of, and key individuals  (including  consultants) to,
the Company and its affiliates  (provided that Incentive  Stock Options may only
be granted to employees). Except as described below, the Plan is administered by
the Company's Compensation Committee.

      The Plan  currently  authorizes  the  issuance  of options  to  purchase a
maximum of 7,000,000 shares of Common Stock.  The Plan contains  provisions with
respect to adjustments for stock splits and similar  transactions.  If any stock
option granted under the Plan terminates,  expires unexercised, or is cancelled,
the shares of Common  Stock that would  otherwise  have been  issuable  pursuant
thereto  will be  available  for  issuance  pursuant  to the  grant of new stock
options.

      All  officers,  directors  and  key  employees  of,  and  consultants  and
independent  contractors  to, the Company  and its  affiliates  are  eligible to
participate  in the Plan. As of April 18, 2005,  approximately  fifteen (15) key
employees and six (6) key individuals were eligible to receive options under the
Plan.  The  Compensation  Committee has exclusive  discretion  (except as may be
designated  or permitted  in the Plan or by the Amended and Restated  By-Laws of
the Company,  and except for stock options  granted to Drs.  Robert,  Alan,  and
Edward Cohen and certain members of their respective  immediate families,  which
are within  the  exclusive  discretion  of the Audit  Committee  of the Board of
Directors)  to select to whom stock  options will be granted,  to determine  the
type,  size,  terms  and  conditions  under  which  each  stock  option  may  be
exercisable,  and the expiration date of each option. The Compensation Committee
also has exclusive  discretion to make all other determinations that its members
deem necessary or desirable in the interpretation  and/or  administration of the
Plan.

                                       4


      Stock options  granted under the Plan generally  expire not later than ten
years after the date on which they are granted.  The Plan  provides  that,  with
respect to Incentive  Stock Options,  in no event may such options be exercised,
to any extent,  by any person after (i) the  expiration of three (3) months from
the date of the  optionee's  termination  of  employment if for any reason other
than such optionee's death, disability or retirement,  or (ii) the expiration of
one (1) year from the date of the optionee's termination of employment by reason
of the  optionee's  death or disability.  The exercise price of options  granted
under  the Plan  may not be less  than the par  value of the  underlying  Common
Stock, except that, in the case of an Incentive Stock Option, the exercise price
may not be less than 100% of the fair  market  value of the Common  Stock on the
date any such stock option is granted  (110% in the case of any optionee who, at
the time of  grant,  owns,  directly  or by  attribution,  more  than 10% of the
combined  voting  power of all  classes of capital  stock of the Company (a "ten
percent owner  optionee")).  In addition,  the term of an Incentive Stock Option
for a ten  percent  owner  optionee  cannot  exceed  five years from the date of
grant.

      The  aggregate  fair market  value  (determined  at the time the option is
granted) of the Common Stock  underlying the Incentive  Stock Options granted to
an optionee that may become  exercisable  for the first time during any calendar
year,  cannot  exceed  $100,000  (or such  other  limit as may be imposed by the
Code). Payment of the full amount of the exercise price must be made at the time
of exercise  either in cash, by tendering to the Company  shares of Common Stock
previously  acquired by the  optionee  having a fair  market  value equal to the
aggregate exercise price, by a combination thereof, or, in certain instances, by
a loan from the Company to the optionee.

      The Plan provides that the Compensation Committee, in its sole discretion,
may  provide,  by the express  terms of any stock  option  agreement,  that such
option cannot be exercised after the merger or consolidation of the Company with
or into another corporation, the acquisition by another corporation or person of
all or  substantially  all of  the  Company's  assets,  or  80% or  more  of the
Company's then  outstanding  voting stock,  or the liquidation or dissolution of
the Company;  and the  Compensation  Committee may also  provide,  either by the
terms of any such option or by  resolution  adopted  prior to the  occurrence of
such merger, consolidation,  acquisition,  liquidation or dissolution, that, for
some period of time prior to any such event, such option shall be exercisable as
to all shares covered thereby.

      Options granted under the Plan are not transferable otherwise than by will
or the laws of descent and distribution and such options are exercisable, during
a holder's lifetime, only by the optionee.

      The Board of Directors or the Compensation Committee may amend the Plan at
any time and from time to time, but any such amendment is subject to shareholder
approval where the absence of such  shareholder  approval would adversely affect
the  compliance  of the Plan with Rule 16b-3  promulgated  under the  Securities
Exchange  Act of 1934,  as amended,  or other  applicable  laws or  regulations.
Accordingly,  no action of the Board or the Compensation  Committee may, without
shareholder approval,  (i) increase the maximum number of shares of Common Stock
which may be issued  upon  exercise of an option,  (ii)  modify the  eligibility
requirements  of the Plan,  (iii)  reduce  the  minimum  option  exercise  price
requirements,  or (iv)  extend the limits  imposed  on the period  during  which
options may be granted or issued.

      The Plan (but not options previously  granted  thereunder) shall terminate
on April 5, 2006.

Federal Income Tax Consequences

      A. Incentive  Stock Options.  The following  general rules are applicable,
under existing law, to holders of Incentive Stock Options and to the Company for
Federal income tax purposes:

            1.  Generally,  no taxable  income  results to the optionee upon the
grant of an Incentive Stock Option or upon the issuance of shares to him, her or
it upon exercise of an Incentive Stock Option;

            2. No tax  deduction is allowed to the Company upon either the grant
or exercise of an Incentive Stock Option under the Plan;

            3. If shares acquired upon the exercise of an Incentive Stock Option
are not disposed of prior to the later of: (i) two years  following the date the
Incentive  Stock Option was  granted;  or (ii) one year  following  the date the
shares  are  transferred  to the  optionee  pursuant  to the  exercise  of  such
Incentive  Stock  Option,  the  difference  between  the amount  realized on any
subsequent  disposition  of the shares and the exercise  price will generally be
treated as long-term capital gain or loss to the optionee;

                                       5


            4. If shares acquired upon the exercise of an Incentive Stock Option
are disposed of before the  expiration of one or both of the  requisite  holding
periods (a "disqualifying disposition"), then, in most cases, the lesser of: (i)
any excess of the fair market value of the shares at the time of exercise of the
Incentive  Stock  Option  over the  exercise  price;  or (ii) the actual gain on
disposition,  will be treated as  compensation to the optionee and will be taxed
as ordinary income in the year of such disposition;

            5. Any excess of the amount  realized by the  optionee as the result
of a disqualifying disposition over the sum of: (i) the exercise price; and (ii)
the amount of ordinary income  recognized under the above rules, will be treated
as either a  long-term  or  short-term  capital  gain,  depending  upon the time
elapsed between receipt and disposition of the shares disposed of;

            6. In any year that an optionee recognizes  compensation income on a
disqualifying  disposition of shares  acquired by exercising an Incentive  Stock
Option, the Company will generally be entitled to a corresponding  deduction for
income tax purposes; and

            7. The bargain element at the time of exercise of an Incentive Stock
Option  (i.e.,  the amount by which the fair  market  value of the Common  Stock
acquired upon exercise of the Incentive Stock Option exceeds the exercise price)
may be taxable to the optionee under the "alternative minimum tax" provisions of
the Code.

      B. Nonqualified Stock Options. The following general rules are applicable,
under existing law, to holders of Nonqualified  Stock Options and to the Company
for Federal income tax purposes:

            1. The optionee  will not realize any taxable  income upon the grant
of a  Nonqualified  Stock  Option,  and the  Company  is not  allowed a business
expense deduction by reason of any such grant;

            2. The optionee will recognize ordinary  compensation  income at the
time of the  exercise of a  Nonqualified  Stock Option in an amount equal to the
excess,  if any, of the fair market  value of the shares on the date of exercise
over the  exercise  price.  Gain or loss upon a  subsequent  disposition  of the
shares  underlying  a  Nonqualified  Stock  Option will be either  long-term  or
short-term  capital gain or loss,  depending on the time elapsed between receipt
and disposition of such shares disposed of; and

            3. In general,  the Company will be entitled to a tax deduction upon
the exercise of a Nonqualified Stock Option.

Plan Benefits

      The  following  table sets forth  certain  information  regarding  options
granted  under the Plan to (i) each person  listed in the  Summary  Compensation
Table under "Executive  Compensation,"  in this Proxy Statement (ii) all current
executive officers as a group, (iii) all current directors who are not executive
officers as a group, and (iv) all employees,  including current officers who are
not executive officers, as a group:



                                                 Common Stock Underlying Options       Average Weighted Exercise Price  
Name And Position                                          Granted                                  Per Share
--------------------------------------------     -------------------------------       -------------------------------
                                                                                                    
Christopher G. Payan
  Chief Executive Officer and Director                     7,508,220 (1)                                $0.14
Myles S.  Lewis
  Co-Chief Operating Officer and Senior
  Vice President-Business Development                      3,464,124 (2)                                $0.14
Samuel Z. Herzkowitz
  Co-Chief Operating Officer and Chief
  Marketing Officer                                        2,008,680 (3)                                $0.22
Brian P. Alessi
  Chief Financial Officer and Treasurer                      920,590                                    $0.14
Dr. Nicholas Shashati
  President - VisionCare of California                       140,000                                    $1.91
All current executive officers, as a group
(5 persons)                                               14,041,614 (4)                                $0.17
All current directors who are not executive
officers, as a group (5 persons)                           2,020,000 (5)                                $4.69
All employees, other than executive
officers, as a group                                       5,169,542 (6)                                $4.83


                                       6



(1)   Includes  150,000  stock  options that were  exercised  in February  2003,
      100,000  stock  options  that were  exercised in May 2004,  and  5,903,220
      options  the  underlying  shares  of  which  are  subject  to  shareholder
      approval.
(2)   Includes  100,000 stock options that were  exercised in November 2003, and
      2,714,124   options  the  underlying   shares  of  which  are  subject  to
      shareholder approval.
(3)   Includes  100,000 stock options that were  exercised in November 2003, and
      1,507,846   options  the  underlying   shares  of  which  are  subject  to
      shareholder approval.
(4)   Includes  150,000  stock  options that were  exercised  in February  2003,
      200,000 stock options that were exercised in November 2003,  100,000 stock
      options  that were  exercised  in May 2004,  and  10,125,190  options  the
      underlying shares of which are subject to shareholder approval.
(5)   Includes  300,000  stock  options that expired in April 2002 and 1,100,000
      stock options that were surrendered and forfeited in December 2004.
(6)   Includes 5,132,042 stock options that either expired or that were canceled
      upon  termination  of employment at various dates since Plan  inception in
      April 1995.


Other Information

      The number of shares  which may be subject to options to be granted  under
the Plan in the  future  is,  subject  to the  terms  of the  Plan,  within  the
discretion of the Compensation Committee and is, therefore,  not determinable at
this time.

      The closing bid price of the Company's  Common Stock on April 18, 2005, as
reported by the OTC Bulletin Board, was $0.15 per share.

      Approval  by the  holders of a majority  of the votes cast at the  Special
Meeting by the holders of the voting  shares will be  required  for  approval of
Amendment No. 5 to the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 Common Stock

The following table sets forth information,  as of April 18, 2005, regarding the
beneficial ownership of our Common Stock by: (i) each shareholder known by us to
be the beneficial  owner of more than five percent of the outstanding  shares of
our Common Stock; (ii) each of our directors;  (iii) each of our Named Executive
Officers  (as said term is defined  under the caption  "Executive  Compensation"
below); and (iv) all directors and executive officers of the Company as a group,
in each case, based on an aggregate amount of 70,323,698  shares of Common Stock
outstanding as of that date.

The  percentages  in the "Percent of Class" column are  calculated in accordance
with  the  rules of the  SEC,  under  which a  person  may be  deemed  to be the
beneficial  owner of shares if that  person  has or shares  the power to vote or
dispose of those  shares or has the right to  acquire  beneficial  ownership  of
those shares within 60 days (for  example,  through the exercise of an option or
warrant).  Accordingly,  the shares shown in the table as beneficially  owned by
certain  individuals  may  include  shares  owned by  certain  members  of their
respective families.  Because of these rules, more than one person may be deemed
to be the beneficial owner of the same shares. The inclusion of the shares shown
in the table is not  necessarily  an admission of beneficial  ownership of those
shares by the person indicated.  The address of Horizons Investors Corp. is 2830
Pitkin  Avenue,  Brooklyn,  New York  11208.  The address of Joel L. Gold is c/o
Andrew Garrett, Inc., 425 Park Avenue, 22nd Floor, New York, New York 10022. The
address of Nicholas  Shashati is c/o  Sterling  VisionCare,  9663 Tierra  Grande
Street,  San  Diego,  California  92126.  The  address  of Lou  Weisbach  is c/o
Teamscape,  LLC, 3100 Dundee Road, Suite 704, Northbrook,  IL 60062. The address
of all other persons listed below is 100 Quentin Roosevelt Boulevard, Suite 508,
Garden City, New York 11530.

                                       7




          Name                                              Beneficial Ownership        Percent of Class
-----------------------------                              ---------------------      ------------------
                                                                                               
Christopher G. Payan  (a) (b)                                    2,567,500   (1)                    3.6%

Myles S. Lewis (b)                                                 750,000   (2)                    1.1%

Samuel Z. Herskowitz (b)                                           500,834   (3)                       *

Brian P. Alessi (b)                                                166,666   (4)                       *

Dr. Nicholas Shashati (b)                                          140,000   (5)                       *

Dr. Alan Cohen (a)                                               2,850,469   (6)                    4.0%

Dr. Robert Cohen (a)                                             2,473,859   (7)                    3.5%

Joel L. Gold (a)                                                   221,500   (8)                       *

Harvey Ross (a)                                                    977,011                           1.4%
                                                                

Horizons Investors Corp.                                        23,926,531   (9)                   34.0%

Lou Weisbach                                                     4,085,000                          5.8%

All current directors and executive officers as a group         10,647,839  (10)                   14.6%


----------------------
*     less than 1%
(a)   Director
(b)   Executive officer

      (1)   Includes the right to acquire  1,355,000 shares of Common Stock upon
            the  exercise of presently  exercisable,  outstanding  options,  but
            excludes the right to acquire  1,305,000,  3,293,220  and  1,305,000
            shares of Common Stock upon the exercise of outstanding options that
            are not  exercisable  until  December 30,  2005,  April 16, 2006 and
            December 30, 2006, respectively.

      (2)   Includes  the right to acquire  650,000  shares of Common Stock upon
            the  exercise of presently  exercisable,  outstanding  options,  but
            excludes the right to acquire 600,000,  1,514,124 and 600,000 shares
            of Common  Stock upon the exercise of  outstanding  options that are
            not exercisable until December 30, 2005, April 16, 2006 and December
            30, 2006, respectively.

      (3)   Includes  the right to acquire  400,834  shares of Common Stock upon
            the  exercise of presently  exercisable,  outstanding  options,  but
            excludes the right to acquire 333,333, 841,180 and 333,333 shares of
            Common Stock upon the exercise of  outstanding  options that are not
            exercisable until December 30, 2005, April 16, 2006 and December 30,
            2006, respectively.

      (4)   Includes  the right to acquire  166,666  shares of Common Stock upon
            the  exercise of presently  exercisable,  outstanding  options,  but
            excludes the right to acquire 166,667, 420,950 and 166,667 shares of
            Common Stock upon the exercise of  outstanding  options that are not
            exercisable until December 30, 2005, April 16, 2006 and December 30,
            2006, respectively.

      (5)   Represents the right to acquire  140,000 shares of Common Stock upon
            the exercise of presently exercisable, outstanding options.

      (6)   Includes  (i) the right to acquire  200,000  shares of Common  Stock
            upon the exercise of presently exercisable, outstanding options, and
            (ii) 26,700  shares owned by Dr.  Cohen,  as  custodian  for each of
            Erica and Nicole Cohen (Dr. Cohen's children,  as to which Dr. Cohen
            disclaims beneficial ownership),  but excludes (i) 8,973,800 shares,
            in the  aggregate,  held in trust for Dr.  Cohen's  minor  children,
            Erica, Nicole, Jaclyn and Gabrielle, as beneficiaries, in respect of
            which  Dr.  Cohen  is  not a  trustee  and  has  no  dispositive  or
            investment  authority,  and  as to  which  he  disclaims  beneficial
            ownership and (ii) the right to acquire  5,562,753 (and, in the case
            of Dr. Cohen's  children trusts,  9,200,864)  shares of Common Stock
            upon the exercise of outstanding  warrants that are not  exercisable
            until April 15, 2006.

                                       8


      (7)   Includes  the right to acquire  200,000  shares of Common Stock upon
            the  exercise of presently  exercisable,  outstanding  options,  but
            excludes  (i)  8,766,566  shares,  in the  aggregate,  owned  by Dr.
            Cohen's adult children,  Allyson,  Jeffrey and Stefanie, as to which
            Dr. Cohen has no dispositive  or investment  authority and disclaims
            beneficial  ownership and (ii) the right to acquire  4,293,729 (and,
            in the case of Dr.  Cohen's  children,  9,084,906)  shares of Common
            Stock  upon  the  exercise  of  outstanding  warrants  that  are not
            exercisable until April 15, 2006.

      (8)   Includes  1,500 shares of Common Stock owned by Mr. Gold's  children
            and the right to  acquire  220,000  shares of Common  Stock upon the
            exercise of presently exercisable, outstanding options, but excludes
            an additional 5,000 shares of Common Stock owned by Mr. Gold's wife,
            as to which Mr. Gold disclaims beneficial ownership.

      (9)   Represents shares of Common Stock owned by Horizons Investors Corp.,
            or Horizons,  a New York corporation  principally owned by Benito R.
            Fernandez,  a former director of the Company, and includes the right
            to  acquire  100,000  shares of Common  Stock upon the  exercise  of
            presently  exercisable,  outstanding options, but excludes the right
            to acquire  31,067,776  shares of Common  Stock upon the exercise of
            outstanding warrants that are not exercisable until April 15, 2006.

      (10)  Includes (i) the right to acquire  3,332,500  shares of Common Stock
            upon the exercise of presently exercisable, outstanding options, and
            (ii) 26,700  shares owned by Dr.  Cohen,  as  custodian  for each of
            Erica and Nicole Cohen (as to which Dr. Cohen  disclaims  beneficial
            ownership), but excludes the right to acquire 2,405,000, 15,925,596,
            and  2,405,000  shares of Common  Stock upon the exercise of options
            and/or  warrants that are not  exercisable  until December 30, 2005,
            April 15, 2006, and December 30, 2006,  respectively.  In accordance
            with Rule 13d-3(d)(1) under the Securities  Exchange Act of 1934, as
            amended,  the  3,332,500  shares  of  Common  Stock  for  which  the
            Company's  directors  and  executive  officers,  as  a  group,  hold
            currently  exercisable options and warrants,  have been added to the
            total number of issued and outstanding shares of Common Stock solely
            for the purpose of  calculating  the percentage of such total number
            of issued and outstanding  shares of Common Stock beneficially owned
            by such directors and executive officers as a group.

Senior Convertible Preferred Stock

      In April 1998, we issued a series of our preferred  stock, par value $0.01
per share,  designated  as senior  convertible  preferred  stock,  together with
warrants (all of which expired in February 2001) to acquire shares of our Common
Stock.  Each  share of senior  convertible  preferred  stock  had a  liquidation
preference of $100,000,  and was originally  convertible  into Common Stock at a
price of $5.00 per share. In December 1999, the conversion  price was reduced to
$0.75 per share for all of the remaining holders of senior convertible preferred
stock.

      Set forth below is the name,  address,  beneficial  ownership,  and voting
power of the sole  remaining  owner of shares of  senior  convertible  preferred
stock:

                                                 Beneficial        Percent 
Name                                             Ownership         Class
---------------------------------------------    -----------       --------
Rita Folger                                           0.74(1)          100%
1257 East 24th Street
Brooklyn, NY 11210

---------

(1)   These shares are  convertible  into an  aggregate of 98,519  shares of our
      Common  Stock;  and  the  holder  thereof  is  entitled  to  cast,  on  an
      as-converted  basis,  an  equivalent  number of votes,  at any  meeting of
      shareholders, voting together with the holders of the Common Stock.

                             EXECUTIVE COMPENSATION

The following  sets forth the  compensation,  for the three years ended December
31, 2004, of the Company's Chief Executive  Officer and of each of the Company's
four most highly compensated  executive officers (other than the Chief Executive
Officer)  that  were  serving  as  executive  officers  of  the  Company  and/or
VisionCare  of  California  as of December  31, 2004  (collectively,  the "Named
Executive Officers"):


                                       9


                           Summary Compensation Table



                                                                                           Long-Term Compensation 
                                                Fiscal           Annual Compensation         Securities Underlying      All Other
    Name and Principal Position                 Year          Salary             Bonus           Stock Options         Compensation
-----------------------------------------     ----------     --------           --------   ------------------------- ---------------
                                                                                                             
Christopher G. Payan,                            2004        $275,000 (2)       $     --         7,208,220 (4)       $    7,200 (7) 
Chief Executive Officer and Director (1)         2003        $175,000 (2)       $ 26,000 (3)       100,000 (5)       $   32,200 (8) 
                                                 2002        $169,000 (2)       $     --           100,000 (6)       $    6,000 (7) 
                                                                                                                                    
                                                                                                                                    
Myles S. Lewis,                                  2004        $190,000 (9)       $     --         3,314,124 (10)      $    6,000 (12)
Co-Chief Operating Officer and Senior Vice       2003        $156,000 (9)       $ 26,000 (3)       100,000 (11)      $    6,000 (12)
President - Business Development                 2002        $156,000 (9)       $     --                --           $    3,000 (12)
                                                                                                                                    
Samuel Z. Herskowitz,                            2004       $190,000 (13)       $     --         1,841,180 (14)      $   10,000 (15)
Co-Chief Operating Officer and Chief Marketing   2003       $125,000 (13)       $ 26,000 (3)       100,000 (11)      $   10,000 (15)
Officer                                          2002       $125,000 (13)       $     --                --           $   11,000 (15)
                                                                                                                                    
Brian P. Alessi,                                 2004       $121,000 (17)       $     --           920,950 (18)      $       --     
Chief Financial Officer and Treasurer (16)       2003       $  94,000 (17)      $     --                --           $       --     
                                                 2002       $  77,000 (17)      $     --                --           $       --     
Dr. Nicholas Shashati,                                                                                                              
President - VisionCare of California             2004       $137,000 (19)       $     --                --           $       --     
                                                 2003       $125,000 (19)       $     --                --           $       --     
                                                 2002       $125,000 (19)       $     --                --           $       --     


(1)   Mr. Payan became Vice  President of Finance on July 16, 2001,  Senior Vice
      President,  Chief  Financial  Officer,  Treasurer and Secretary in October
      2001, and Co-Chief Operating Officer on April 29, 2002. On March 24, 2004,
      Mr.  Payan  resigned  as  Treasurer  and was  appointed  a director of the
      Company.  On June 7, 2004, Mr. Payan was appointed Chief Executive Officer
      and resigned all of his other offices.

(2)   Represents salary paid to Mr. Payan.

(3)   Represents bonus paid related to the year ended December 31, 2003.

(4)   Represents  1,305,000  options that are fully vested and exercisable,  and
      5,903,220   options  (the  underlying  shares  of  which  are  subject  to
      shareholder approval) that will vest at various dates through December 31,
      2006.

(5)   All of these options were exercised on May 20, 2004.

(6)   All of these options were exercised in February 2003.

(7)   Represents car allowance payments made to Mr. Payan.

(8)   Represents  car  allowance  payments  made to Mr.  Payan,  along  with the
      payment for certain  additional  services  provided in connection with the
      Company's evaluation of an offer, during 2003, by certain of its directors
      and principal shareholders, and some of their immediate family members, to
      acquire all of the outstanding capital stock of the Company.

(9)   Represents salary paid to Mr. Lewis.

(10)  Represents  600,000  options  that are fully vested and  exercisable,  and
      2,714,124   options  (the  underlying  shares  of  which  are  subject  to
      shareholder approval) that will vest at various dates through December 31,
      2006.

(11)  All of these options were exercised in November 2003.

(12)  Represents car allowance payments made to Mr. Lewis.

                                       10


(13)  Represents salary paid to Mr. Herskowitz.

(14)  Represents  333,334  options  that are fully vested and  exercisable,  and
      1,507,846   options  (the  underlying  shares  of  which  are  subject  to
      shareholder approval) that will vest at various dates through December 31,
      2006.

(15)  Represents car allowance payments made to Mr. Herskowitz.

(16)  Mr. Alessi served as Controller of the Company until June 7, 2004, when he
      became Chief Financial  Officer.  Mr. Alessi became Treasurer on March 24,
      2004.

(17)  Represents salary paid to Mr. Alessi.

(18)  Represents  166,666  options  that are fully vested and  exercisable,  and
      754,284 options (the underlying shares of which are subject to shareholder
      approval) that will vest at various dates through December 31, 2006.

(19)  Represents salary paid to Dr. Shashati.



Option Grants in Last Fiscal Year

On December 30, 2004, the Compensation Committee of the Board granted an
aggregate of 13,284,114 stock options to the Named Executive Officers of the
Company. The options have an exercise price of $0.14, a term of 10 years, and
vest at various dates through December 30, 2006.

The following table sets forth information concerning the options granted,
during fiscal 2004, to the Named Executive Officers of the Company:



                                                                                               Potential Realizable Value of Assumed
                                    Number of      % of Total                                        Annual Rates of Stock Price
                                      Shares         Options                                             Appreciation
                                    Underlying     Granted to                                            for Option Term
                                     Options      Employees in     Exercise       Expiration
      Name                           Granted       Fiscal Year  Price Per Share      Date                5%                 10%
--------------------------          ---------     ------------  ---------------  ------------  -------------------------------------
                                                                                                          
Christopher G. Payan                7,208,220         54.3%          $0.14          12/30/14         $649,000           $1,586,000
Myles S. Lewis                      3,314,124         24.9%          $0.14          12/30/14         $298,000           $ 729,000
Samuel Z. Herskowitz                1,841,180         13.9%          $0.14          12/30/14         $166,000           $ 405,000
Brian P. Alessi                       920,590          6.9%          $0.14          12/30/14         $ 83,000           $ 203,000



Equity Compensation Plan Information

The following table contains information as of April 18, 2005 concerning (1) the
number of shares of Common Stock to be issued upon the  exercise of  outstanding
options,  warrants  and rights  issued under our  existing  equity  compensation
plans, (2) the weighted  average  exercise price of those options,  warrants and
rights, and (3) the number of securities remaining available for future issuance
under those plans:



                                               (A)                          (B)                               (C)
                                                                                                     Number of securities
                                   Number of securities to be                                   available for future issuance
                                     issued upon exercise of       Weighted-average exercise      under equity compensation
                                     outstanding options and     price of outstanding options     plan (excludes securities
         Plan Category                      warrants                     and warrants              reflected in column (A)
------------------------------    --------------------------     ----------------------------   ------------------------------
                                                                                                       
Authorized by shareholders                  5,326,210                        $1.44                         368,133
Not authorized by shareholders             72,652,027                        $0.64                            -


                                       11


Aggregate  Options  Exercised  in Last  Fiscal Year and Fiscal  Year-End  Option
Values



                         Shares                                                          Number of Securities         
                       Acquired         Value     Underlying Unexercised Options   Value of Unexercised In-the-Money 
                      on Exercise      Realized             at FY-End (#)                Options at FY-End ($)*       
  Name                    (#)            ($)         Exercisable/Unexercisable         Exercisable/Unexercisable     
--------------------- ------------   ------------ ------------------------------   -----------------------------------  
                                                                                   
Christopher G. Payan     100,000     $   9,000          1,355,000/5,903,220                 $13,050/$59,032
Myles S. Lewis              -        $     -             650,000/2,714,124                  $6,000/$27,141
Samuel Z. Herskowitz        -        $     -             400,834/1,507,846                  $3,333/$15,078
Brian P. Alessi             -        $     -              166,666/753,924                    $1,666/$7,539
Dr. Nicholas Shashati       -        $     -                140,000/-0-                          $0/$0



* Based on the OTC Bulletin Board closing price for the last business day of the
fiscal year ($0.15).

The stock options granted to the Named  Executive  Officers have exercise prices
as follows:  Christopher G. Payan: 7,208,220 options at $0.14 and 50,000 options
at $0.26;  Myles S. Lewis:  3,314,124  options at $0.14;  Samuel Z.  Herskowitz:
1,841,180  options  at $0.14,  20,000  options at $6.31,  and 10,000  options at
$3.25; Dr. Nicholas Shashati: 100,000 options at $0.33, 20,000 options at $6.31,
10,000  options at $3.25,  and 10,000  options  at $7.50;  and Brian P.  Alessi:
920,590 options at $0.14.


Director Compensation

Directors  who are not  employees or executive  officers of the Company  receive
$20,000 per annum, payable in equal,  quarterly  installments of $5,000,  $1,500
for each in  person  meeting,  and no  additional  compensation  for  telephonic
meetings or actions taken by written consent in lieu of a meeting.  In the event
that  multiple  meetings  are  held on the  same  day,  directors  will  receive
compensation for one meeting.  Further, all directors are reimbursed for certain
expenses in connection with their attendance at board and committee meetings.

Other than with  respect to the  reimbursement  of expenses,  directors  who are
employees  or  executive  officers  of the Company  will not receive  additional
compensation for serving as a director.


                                  OTHER MATTERS

      Except as  discussed in this Proxy  Statement,  the Board does not know of
any matters  that are to be presented  at the Special  Meeting  other than those
stated in the Notice of Special Meeting and referred to in this Proxy Statement.
The Board  reserves the right to adjourn,  postpone,  continue or reschedule the
Special Meeting, depending on the circumstances and the Board's belief that such
adjournments, postponements, continuations or reschedulings would be in the best
interests of all EVI shareholders.


                   METHOD AND COST OF SOLICITATION OF PROXIES

      The cost of solicitation of proxies in the accompanying form will be borne
by the Company, including expenses in connection with preparing and mailing this
Proxy  Statement.  In addition to  solicitation  of proxies by mail,  directors,
officers  and   employees  of  the  Company  (who  will  receive  no  additional
compensation therefor) may solicit the return of proxies by telephone,  telegram
or personal contact.  Arrangements have also been made with brokerage houses and
other  custodians,  nominees and  fiduciaries for the forwarding of solicitation
material to the beneficial owners of shares of capital stock of the Company held
of record by such persons,  and the Company will  reimburse  those firms for the
reasonable  out-of-pocket  expenses incurred by them in connection  therewith in
accordance with the rules of the SEC.


                                       12


                              SHAREHOLDER PROPOSALS

      If any  shareholder  of the  Company  intends to  present a  proposal  for
consideration  at the 2005 annual  shareholder  meeting and desires to have such
proposal  included in the 2005 proxy statement and proxy card distributed by the
Board with respect to such meeting, such proposal must have been received at the
Company's principal executive offices,  100 Quentin Roosevelt  Boulevard,  Suite
508,  Garden  City,  New York  11530,  Attention:  Secretary,  by not later than
February  23,  2005.  Upon  receipt of a proposal,  the Company  will  determine
whether or not to include the proposal in its 2005 proxy statement in accordance
with applicable law.

      Shareholder  proposals  submitted  after  February  23,  2005  will not be
included in the  Company's  2005 proxy  statement  but may be raised at the 2005
Annual Meeting. However, if any shareholder wishes to present a proposal for the
2005 Annual  Meeting that is not included in the Company's  proxy  statement for
that meeting and fails to submit that  proposal on or before  February 23, 2005,
as required under our bylaws, then the persons named as proxies in the Company's
proxy card  accompanying  its 2005 proxy  statement will be allowed to use their
discretionary  voting  authority  when the proposal is raised at the 2005 Annual
Meeting,  without  any  discussion  of the  matter in the  Company's  2005 proxy
statement.

                                              By order of the Board of Directors


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

April 25, 2005


                                       13


                PRELIMINARY PROXY MATERIAL, DATED April 25, 2005
                              SUBJECT TO COMPLETION
PROXY

         This Proxy Is Solicited On Behalf Of The Board Of Directors Of

                              EMERGING VISION, INC.

              Special Meeting Of Shareholders: _____, May __, 2005


      The  undersigned   shareholder  of  Emerging  Vision,  Inc.,  a  New  York
corporation  (the "Company"),  hereby appoints Mr.  Christopher G. Payan and Mr.
Adam M. Stahl, or either of them, voting singly in the absence of the others, as
his/her/its  attorney(s)  and proxy(ies),  with full power of  substitution  and
revocation, to vote, as designated on the reverse side, all of the shares of the
Capital Stock of Emerging Vision,  Inc. that the undersigned is entitled to vote
at the Annual Meeting of  Shareholders  of the Company to be held at the offices
of Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue,  East Meadow, New York
11554, at 10:00 a.m. (local time), on _______, May __, 2005, or any adjournment,
adjournments,  postponements  or continuations  thereof,  in accordance with the
instructions on the reverse side hereof.

      This Proxy, when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder.  If no direction is made, this Proxy will
be voted  "FOR"  Proposal  No. 1 and in favor of any  proposal  to  adjourn  the
meeting  in order to allow the  Company  additional  time to  obtain  sufficient
Proxies with regard thereto.


                              FOLD AND DETACH HERE


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


                                       14


The Board of Directors recommends a vote "FOR" Proposal No. 1.


PROPOSAL NO. 1 -        To approve of an amendment to the  Company's  1995 Stock
                        Incentive  Plan,  as amended,  to increase the number of
                        shares   of  Common   Stock   issuable   thereunder   to
                        twenty-five million (25,000,000) shares.


FOR  [   ]                    AGAINST  [   ]                   ABSTAIN  [   ]


Signature:                    Signature:                        Date:           
          --------------------          ------------------------     -----------

Note:  Please sign as name appears  hereon.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such. If a  corporation,  please sign in full corporate name by an
authorized  officer.  If a partnership,  please sign in  partnership  name by an
authorized person.


                              FOLD AND DETACH HERE

                                       15