Mail Stop 3561

								            August 10,
2005

Mr. Brian P. Alessi
Chief Financial Officer and Treasurer
Emerging Vision, Inc.
100 Quentin Roosevelt Boulevard
Garden City, New York 11530

		RE:	Emerging Vision, Inc.
			Form 10-K for Fiscal Year Ended December 31, 2004
			Filed April 4, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
			File No. 1-14128

Dear Mr. Alessi:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation. In some of our comments, we may ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for Fiscal Year Ended December 31, 2004

Selected Financial Data, page 7

1. We note your presentation of system-wide sales for all owned
and
franchised stores.  It appears that this presentation, on an
aggregated basis, is not appropriate.  Specifically, we do not see
any substantive justification for aggregating revenues of company-
owned and consolidated stores with unconsolidated franchised
locations.  Please either remove this measure, or otherwise tell
us
in detail why you believe such presentation should be permitted.
We
would not object to a discussion of the revenues generated by your
franchised locations, provided the presentation is made in the
context of explaining how you derive franchise royalties and other
revenues from your franchisees.

Quarterly Data, page 8

2. Please revise to include earnings per share information, as
required by paragraph (a)(1) of Item 302 of Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 9

Use of Non-GAAP Financial Measure, page 12

3. Based on your disclosures here and elsewhere throughout the
document, we assume that you are presenting EBITDA as a measure of
your liquidity.  If this assumption is incorrect, please advise.
Otherwise, please revise your disclosures here and each place
where
EBITDA is presented to comply with Item 10(e) of Regulation S-K as
follows:
* Because the measure you present is calculated differently than
EBITDA as defined in SEC Release No. 33-8176, please re-
characterize
the measure as Adjusted EBITDA.  In this regard, you have adjusted
GAAP net income to exclude not only interest, taxes, depreciation
and
amortization, but also stock based compensation.  Refer to
Question
14 of our Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures available on our website at www.sec.gov (the
Non-
GAAP FAQ).
* Provide a reconciliation from Adjusted EBITDA to cash flows from
operating activities.
* Present alongside Adjusted EBITDA cash flows from operating,
investing, and financing activities.  See Question 12 of the Non-
GAAP
FAQ.
* Disclose the reasons why you believe presentation of Adjusted
EBITDA provides useful information to investors.  Your current
disclosure which indicates that you disclose EBITDA because it is
a
widely accepted financial indicator of a company`s ability to
service
or incur indebtedness is not sufficient in this regard.  Refer to
Item 10(e)(1)(i)(C) of Regulation S-K.
* Disclose the additional purposes, if any, for which you use the
non-GAAP financial measure.   Refer to Item 10(e)(1)(i)(D) of
Regulation S-K.

4. Reference is made to your disclosure on page 13 of Adjusted
EBITDA, further adjusted to exclude certain costs incurred in
connection with the proxy contest and related litigation.  It
appears
that this measure is prohibited by Item 10(e)(1)(ii)(A) of
Regulation
S-K.  If you disagree, please advise us as to why you believe you
should be permitted to include this measure in your filings.
Otherwise tell us how you plan to revise your filings accordingly.

Financial Statements, page 18

Statements of Operations, page 19

5. Please tell us in detail your basis for classifying as revenues
interest on franchise notes receivable, other income, and net
gains
from the sale of company-owned store assets to franchisees.  It
appears to us that these items may need to be reclassified as non-
revenue other income line items.

6. Please refer to Rule 5-03 of Regulation S-X and tell us the
consideration you have given to disaggregating net retail store
sales
and cost of sales between eye care products and eye care services.

7. Please revise your presentation of "Non-cash charges for
issuance
of options and warrants" and "Non-cash charges for issuance of
warrants as a result of Rescission Transactions" to allocate those
expenses among cost of sales and selling, general and
administrative
expenses, as applicable.   Separate income statement
classification
for this kind of equity-related charge is generally not
appropriate
unless it is clear by reading the statements of operations how
those
charges relate to other line item classifications.

Notes to Consolidated Financial Statements, page 22

Note 1 - Organization and Business, page 22

Basis of Presentation, page 22

8. Please tell us in detail your consideration of the
consolidation
guidelines in FIN 46R (the Interpretation) as it relates to your
franchisees.  If you believe your franchisees are scoped out of
the
consolidation guidelines in FIN 46R, please tell us in detail how
you
made this determination.  In this connection, we note that a
number
of disclosures included in your Form 10-K suggest that you provide
significant subordinated financial support to franchisees, thus
calling into question whether your franchisees would qualify for
the
"business" exception in paragraph 4.h. of the Interpretation.
Among
the disclosures we noted are the following:
* You provide a "high level" of financial support to franchisees.
Refer to page 3.
* In many cases, you obtain leases for franchised locations on
behalf
of franchisees and then sublease the locations to the franchisee.
Refer to page 30.
* The company is a guarantor of certain leases and/or subleases of
franchised locations.  Refer to page 32.
* You provide loans to franchisees to finance conveyances of
company-
owned store assets to franchisees.  Refer to page 27.
Please ensure your response addresses each of the noted
disclosures
and how these items factored into your determination as to whether
your franchisees are within the scope of FIN 46R.

9. If you determined that your franchisees are within the scope of
FIN 46R, then please tell us how you further determined whether
the
franchisees are variable interest entities, as described in
paragraph
5 of the Interpretation.  Ensure your response addresses the
following:
* Tell us how you determined whether the franchisees have
sufficient
equity investment at risk as discussed in paragraph 5.a. of the
Interpretation.  Ensure your response addresses your consideration
of
paragraph 5.a.4 of the Interpretation with respect to your
financial
support, leasing, loan, and guarantee arrangements with the
franchisees.  Also ensure your response clarifies the debt and
equity
capitalization of the various franchisees.
* Tell us how you determined whether the holders of the equity
investment at risk lack a controlling financial interest in the
franchisee, as discussed in paragraphs 5.b. and 5.c. of the
Interpretation.  In particular with respect to paragraph 5.b.1,
please tell us the level of your involvement in decision making at
the franchise level and whether the franchisees retain the ability
to
make all significant decisions with respect to the operation of
their
respective franchises.  Refer to FSP FIN 46R-3.
* Tell us how your disclosures on pages 4 and 32 with respect to
the
reacquisition of franchises factor into your evaluation of the
sufficiency of the equity investment at risk and whether the
equity
holders have a controlling financial interest.  In this regard,
based
on your disclosures we understand that if a franchisee defaults
under
its sublease, you have the right to take over operation of the
respective location.  Moreover, we note that in 2004 the assets
and
possession of two franchised stores were voluntarily surrendered
and
transferred back to you in connection with the termination of the
related Franchise Agreements.

10. In connection with responding to the preceding two comments,
please tell us what you mean when you disclose on page 30 that in
most cases your obligations under master operating lease
arrangements
are limited "due to the holding of leases in a leasehold
corporation
with limited guarantees from the Company."  Also ensure we
understand
how this affects your application of FIN 46R to franchisees, if at
all.

Note 2 - Summary of Significant Accounting Policies, page 22

11. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling, general and administrative expenses line item.  In
doing
so, please disclose specifically whether you include inbound
freight
charges, receiving costs, inspection costs, warehousing costs,
internal transfer costs and the other costs of your distribution
network in cost of sales.  If you currently exclude a significant
portion of these costs from cost of sales, please provide
cautionary
disclosure in MD&A that your gross margins may not be comparable
to
others, since some entities include the costs related to their
distribution network in cost of sales and others like you exclude
all
or a portion of them from gross margin, including them instead in
a
line item such as selling, general and administrative expenses.
To
the extent it would be material to an investor`s ability to
compare
your operating results to others in your industry, you should
quantify in MD&A the amount of these costs excluded from cost of
sales.  If you determine that these amounts are immaterial for
disclosure, please provide us with your qualitative and
quantitative
assessment of materiality for all periods presented.

Revenue Recognition, page 23

12. Please revise your revenue recognition disclosure to address
the
following items:
* Clarify your disclosure regarding the timing of recognition of
initial franchise fees.  The revised disclosure should indicate
the
nature of the services that have to be performed by you, as
franchisor, before the fees are earned.  If the fees are
recognized
prior to commencement of operations by the respective franchisee,
please explain to us in detail how you believe this timing of
revenue
recognition complies with GAAP.
* Disclose how you account for advertising fees received from
franchisees and the line item on the statements of operations
where
these fees are included.  Also disclose the line item on the
balance
sheet where any deferrals related to advertising fees received are
included.
* Disclose your revenue recognition policy for member fees paid to
VisionCare of California, Inc.

Stock-Based Compensation, page 24

13. Please disclose how you determine the fair value of common
stock
and warrants issued in exchange for consulting services.  Also
disclose the assumptions used in determining the fair value of
warrant issuances in each year presented.

Segment Information, page 25

14. Please tell us whether your franchise activities and/or your
VisionCare of California operations represent separate operating
segments under paragraph 10 of SFAS 131.  If not, please tell us
in
detail how you made this determination.  If so, please tell us
your
basis for aggregating these activities with your company-owned
retail
operations, rather than treating your franchise activities as a
separate reportable segment and your VisionCare of California
operations either as a) an "other" column; or, b) if the
activities
meet the quantitative thresholds of paragraph 18 of SFAS 131, as a
separate reportable segment.  Notwithstanding the preceding,
please
disclose the information required by paragraph 26 of SFAS 131.

Note 9 - Income Taxes, page 29

15. It appears that you have omitted a number of the disclosures
required by paragraphs 43 through 49 of SFAS 109.  Please revise
to
disclose all of the applicable information required by these
paragraphs.

Note 11 - Commitments and Contingencies, page 30

Operating Lease Commitments, page 30

16. Please revise to separately disclose the amount of contingent
rentals paid during each period presented.  See paragraph 16.c. of
SFAS 13.

Litigation, page 30

17. For each legal contingency discussed, please disclose whether
an
accrual for probable losses has been recorded.  Additionally, to
the
extent it is reasonably possible you will incur losses in excess
of
recorded amounts, please provide the applicable disclosures in
accordance with SFAS 5, including the amount or range of
reasonably
possible losses in excess of recorded amounts, or state that such
an
estimate cannot be made.  Alternatively, if no amount of loss is
believed to be reasonably possible, please state this in your
disclosure.



	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a response letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response letter as a correspondence file
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322, or in her absence, Robyn Manuel at (202) 551-3823, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3843 with any
other
questions.


		Sincerely,


		George F. Ohsiek, Jr.
	Branch Chief
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Mr. Brian P. Alessi
Emerging Vision, Inc.
August 10, 2005
Page 1