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August 30, 2005

Ta Tanisha Henderson

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop 3561

            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 Ms. Henderson,

Per our conversation with you on the SEC letter of comment (the “Comment Letter”), dated August 10, 2005, relating to the above-referenced filings, we hereby transmit for filing Emerging Vision, Inc. (the “Company”) responses to the Comment Letter.  Responses to this Comment Letter follow your original, numbered comments in bullet points.

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.

            •

            The Company has
historically presented system-wide sales in the Selected Financial Data in 10-K filings solely for informational purposes.  The Company
will not present system-wide sales in future 10-K filings.

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.

            •

            We have re-reviewed the requirements of paragraph (a)(1) of Item 302 of Regulation S-K and will ensure that we include quarterly earnings per share information in all future 10-K filings.

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).

            •

            In future 10-K
filings, the Company will ensure that to the extent that EBITDA is calculated differently than defined in SEC Release No. 33-8176, it
will be characterized as “Adjusted EBITDA”.

            •

            Provide a reconciliation from Adjusted EBITDA to cash flows from operating activities.

            •

            The following
reconciliation from Adjusted EBITDA to cash flow from operating activities for the year ended December 31, 2004 has been provided as
requested:

•

Present alongside Adjusted EBITDA cash flows from operating, investing and financing activities.  See Question 12 of the Non-GAAP FAQ.

            •

            As detailed in the schedule to the immediately preceding bullet point, none of the items affecting Adjusted EBITDA related to cash flows from investing or financing activities.

            •

            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.

            •

            In previous years, the Company incurred significant (and in one case, one-time) non-cash charges that significantly affected net income.  The Company felt that the presentation of Adjusted EBITDA would provide the reader a better, more transparent understanding of the Company’s performance, had it not been for these significant non-cash charges.  The Company felt that this information would be especially relevant and useful to the reader given the extremely large working capital deficit that existed as of December 31, 2002 and 2003.  Finally, due to the fact that many companies had not started expensing stock options, the Company felt that this presentation would allow the reader a basis on which to compare the Company’s performance to that of other companies that were not expensing stock options.

To the extent included in future 10-K filings, we will ensure that we expand on the reasons why the Company uses Adjusted EBITDA to measure its performance.  In the event that we do not feel that such presentation will provide useful information to investors, such presentation will be excluded entirely from future 10-K filings.

            •

            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.

            •

            There are no
additional purposes, aside from those mentioned in response to the Staff’s previous bullet point, for which the Company uses
this non-GAAP financial measure.

            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.

            •

            Upon further review of Item 10(e)(1)(ii)(A) of Regulation S-K, we agree with the Staff.  In future 10-K filings, to the extent that Adjusted EBITDA is presented, the Company will ensure that it does not back out non-recurring, infrequent transactions in arriving at Adjusted EBITDA.

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.

            •

            Since going public in 1995, the Company has classified interest on franchise notes receivable, other income, and net gains from the sale of company-owned store assets to franchisees as revenues.  Historically, these line items (particularly, interest on franchise notes receivable, and net gains from the sale of Company-owned store assets to franchisees) were significant to the Company’s operations and were “normal” day-to-day revenue generating activities.  Additionally, many of the Company’s competitors, including Cole National Corporation (formerly CNJ) and National Vision, Inc. (NVI), utilize a non-standard income statement presentation.  Finally, while the Company currently does not have significant transactions relating to these financial statement captions, in the future the Company is likely to have revenues generated from other
sources that would appropriately be classified as separate revenue line items, rather than being grouped into net sales.

            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 your eye care products and eye care services.

            •

            The Company has
historically aggregated net retail store sales from eye care products and services.  Our competitors (see our response to your comment 5.
above) similarly aggregate such items.  The eye care services (the eye exam) are integral to the sale of eye care products.  Industry
statistics show that over 90% of people who obtain an eye exam in a retail optical store purchase product in that store.  The few
instances in which people obtain eye exams and don’t purchase product are typically contact
lens patients that solely need a prescription and order their contacts online or through a mail order service. Additionally, there is
no cost of sales associated with the eye care services, and the only non-prescription eyewear we sell are sunglasses, which represents
an immaterial portion of our Company-owned store sales.  For these reasons we do not feel that disaggregating the two would provide
investors with useful information.    In fact, we believe if we were not providing eye exams in stores, we would not have any business
in our Company-owned stores.  The two go hand-in-hand and are integral to one another and, thus, we feel they are appropriately
aggregated.  Consequently, we believe that we are within the guidelines of Rule 5-03 of Regulation S-X, because it permits
aggregation of items that are not more than 10% of total revenues.

            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.

            •

            As discussed with the Staff, the “Non-cash charges for issuance of warrants as a result of Rescission Transactions” was a specific one-time event that was not related to normal day-to-day operations of the Company and, thus, such expense could not be allocated among cost of sales and selling, general and administrative expenses.  We refer you to pages 34 & 35 of the Form 10-K for the Fiscal Year ended December 31, 2004 where the Company explained the nature of the Rescission Transactions.

With respect to the “Non-cash charges for issuance of options and warrants”, we refer you to our most recent Form 10-Q for the period ended June 30, 2005 where we allocated such expenses appropriately to selling, general and administrative expenses.  Additionally, the Company will ensure that it appropriately allocates such expenses in all future 10-Q and 10-K filings as well.

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.

            •

            The Company analyzed the provisions of FIN 46R when such guidelines were originally released and determined that its franchisee’s operations qualify for the business exception under paragraph 4.h, Appendix C of FIN 46R which is as follows:

A business is a self-sustaining integrated set of activities and assets conducted and managed for the purpose of providing a return to investors.  A business consists of (a) inputs, (b) processes applied to those inputs, and (c) resulting outputs that are used to generate revenues.  For a set of activities to be a business, it must contain all of the inputs and processes necessary for it to conduct normal operations, which include the ability to sustain a revenue stream by providing its outputs to customers.

In addition, the Company reviewed paragraph 4.h and not only does it believe that it doesn’t have to evaluate its franchisees with respect to items 1 through 4, but the Company believes that none of the conditions in items 1 through 4 exist.  With respect to each of your bullet points, we note the following:

Franchise owners operate independent, self-sustaining businesses.  They purchase their own product, employ and pay their own employees and doctors, pay rent and overhead, amongst other things.  We do not incur any of these expenses on behalf of our franchisees.  We simply collect a royalty from our franchisees based on their sales.  The “high level” of support we provide is primarily with respect to marketing, training and vendor support.  By no means would the lack of us providing these support functions make our franchised locations any less self-sustaining.  We currently provide no financial support to our franchisees and will modify our disclosure in future 10-K filings to exclude such language.

As discussed in our response to your
comment 10., below, in some instances (76 of 151) the Company leases direct from the landlord and then sublets to the franchisee.
In future filings, we will modify the language “obtain leases for franchised locations on behalf of franchisees” as we do
not obtain the lease on franchisees’ behalf.  Currently, whenever possible, the Company has franchisees qualify for the
lease on there own (as evidenced by the fact that currently 75 of our franchisees hold their leases directly with the landlord)
in an effort to mitigate our potential liabilities.  In a case where a franchisee is unable to qualify for the lease on its own,
the Company will only obtain the lease if the location is very strong, or if it is able to obtain the lease in a leasehold
corporation with a limited, or no, guaranty.   Most of the leases where the Company is currently direct with the landlord are
older leases.  Upon renewal, we will seek to have the respective franchisees lease direct with the landlord.   In cases where we
do hold the lease and sublet to a franchisee, the franchisee pays any and all attorney fees incurred for reviewing such lease,
and the rent paid to the Company by the franchisee is a pass through item, which the Company does not profit
from.   In fact, many of our franchisees deal, and pay, directly with/to the Company’s la