U.S. SECURITIES AND EXCHANGE COMMISSION

                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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
| |  Definitive Additional Materials              by 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)(1) 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 ANNUAL MEETING OF SHAREHOLDERS

                            To be held June 22, 2004

To the Shareholders of Emerging Vision, Inc.:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders of Emerging
Vision,  Inc., a New York corporation ("EVI" or the "Company"),  will be held at
the offices of Greenberg Traurig, LLP, 885 3rd Avenue, 21st Floor, New York, New
York 10022,  on Tuesday,  the 22nd day of June 2004, at 11:00 a.m. (local time),
for the following purposes:

     (1) (a) to elect  three (3) Class I  Directors  to the  Company's  Board of
Directors to hold office until the 2005 Annual  Meeting of  Shareholders  of the
Company  or  until  their  respective  successors  shall  be  elected  and  have
qualified; and

     (b) to  elect  three  (3)  Class II  Directors  to the  Company's  Board of
Directors to hold office until the 2006 Annual  Meeting of  Shareholders  of the
Company  or  until  their  respective  successors  shall  be  elected  and  have
qualified; and

     (2) to transact such other business as may properly come before the Meeting
or any adjournment, adjournments, postponements or continuations thereof.

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

     The Board of  Directors  has fixed the close of business on May 25, 2004 as
the  record  date  for the  determination  of the  shareholders  of the  Company
entitled to notice of, and to vote at, the Annual Meeting of Shareholders.  Each
share of the  Company's  Common  Stock is  entitled  to one vote on all  matters
presented  at the  Annual  Meeting;  and  each  share  of the  Company's  Senior
Convertible  Preferred  Stock, par value $0.01 per share, is entitled to 133,333
votes on all matters presented at the Annual Meeting.


                                        By Order of the Executive Committee


                                        By: /s/ Christopher G. Payan
                                           ------------------------------
                                            Christopher G. Payan
                                            Secretary

May 24, 2004




     ALL HOLDERS OF THE COMPANY'S COMMON STOCK AND SENIOR CONVERTIBLE  PREFERRED
STOCK (WHETHER THEY EXPECT TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO
COMPLETE,  SIGN,  DATE AND RETURN  PROMPTLY  THE PROXY CARD  ENCLOSED  WITH THIS
NOTICE.


                              EMERGING VISION, INC.
                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS

                            To be held June 22, 2004

                                  INTRODUCTION

     This  Proxy  Statement  is being  furnished  to  shareholders  of record of
Emerging Vision, Inc. ("EVI" or the "Company") as of May 25, 2004, in connection
with the  solicitation,  by the  Board of  Directors  of EVI (the  "Board"),  of
proxies for the 2004 Annual Meeting of Shareholders to be held at the offices of
Greenberg Traurig,  LLP, 885 Third Avenue, 21st Floor, New York, New York 10022,
on  Tuesday,  June 22,  2004,  at 11:00  a.m.  (local  time),  or at any and all
adjournments,  postponements and/or continuations  thereof (the "Annual Meeting"
or  "Meeting"),  for the  purposes  stated in the  Notice of Annual  Meeting  of
Shareholders to which this Proxy Statement is annexed.

     The  approximate  date of mailing to  Shareholders  of the Notice of Annual
Meeting, this Proxy Statement,  the enclosed form of Proxy, the Company's Annual
Report on Form 10-K for the year ended  December  31,  2003,  and the  Company's
Quarterly  Report on Form 10-Q for the three months ended March 31, 2004, is ___
__, 2004.

                       OUTSTANDING STOCK AND VOTING RIGHTS

     The Board has fixed the close of  business  on May 25,  2004 as the  record
date for the  determination  of  shareholders  entitled  to notice of the Annual
Meeting,  and only holders of record of the Company's  common  stock,  par value
$0.01 per share (the "Common Stock"),  and Senior  Convertible  Preferred Stock,
par value $0.01 per share (the "Preferred  Stock" and,  together with the Common
Stock,  hereinafter  collectively  referred to as the "Capital Stock"),  on that
date, will be entitled to notice of, and to vote at, the Annual  Meeting.  As of
the record date, the Company had outstanding  69,486,260 shares of Common Stock,
each share of Common Stock being  entitled to one vote on all matters  presented
at the Annual  Meeting,  and 0.74 shares of Preferred Stock entitled to vote, on
an "as if  converted"  basis,  together with the Common Stock as a single class,
98,519  shares  of  Common  Stock,  for a  total  of  69,584,779  voting  shares
(collectively, the "Voting Shares").

     The  presence,  in person  or by  proxy,  of the  holders  of  shares  that
represent a majority of the votes entitled to be cast at the Annual Meeting,  is
necessary to constitute a quorum at the Annual  Meeting.  Abstentions and broker
non-votes will be counted to determine  whether a quorum is present.  Any shares
not voted in the  election of directors  (whether by  abstention  or  otherwise)
shall not be  counted in the total  vote and will not  affect  the  election  of
directors.  A plurality of the votes cast at the Annual  Meeting is required for
the election of directors.  For all other matters to be considered at the Annual
Meeting, the affirmative vote of a majority of the votes cast on the matter will
be required for approval.  Broker  non-votes and abstentions will not be counted
for purposes of determining the number of votes cast.

     If the enclosed  Proxy is signed and  returned,  it may,  nevertheless,  be
revoked  at any  time  prior  to the  voting  thereof  at  the  pleasure  of the
shareholder  signing  it,  either by  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 Monday,  June 21,
2004, at the Company's  executive offices at 100 Quentin Roosevelt Blvd.,  Suite
508,  Garden City, New York 11530,  or by voting the shares  covered  thereby in
person or by another proxy dated subsequent to the date thereof.

     Shares  represented by duly executed proxies in the accompanying  form will
be voted in accordance with the instructions  indicated on such proxies,  and if
no such  instructions  are  indicated  thereon,  will be  voted  in favor of the
nominees named below for election as directors. In their discretion, the Proxies
are authorized to consider and vote upon such matters incident to the conduct of
the Annual  Meeting and upon such other  business  matters or  proposals  as may
properly  come  before  the  Meeting  that  the  Board  did not  know,  within a
reasonable period of time prior to this solicitation,  would be presented at the
Meeting.





         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

I.   Common Stock:

     The  following  table sets forth certain  information,  as of May 21, 2004,
regarding the beneficial  ownership of the Common Stock by: (i) each shareholder
known by the Company to be the beneficial owner of more than five percent of the
outstanding  shares of EVI's Common  Stock;  (ii) each  director of the Company;
(iii) each Named Executive Officer of the Company (as said term is defined under
the  caption  "Executive  Compensation"  below);  and  (iv)  all  directors  and
executive officers of the Company as a group. The percentages in the "Percent of
Class"  column  do not  give  effect  to  shares  included  in  the  "Beneficial
Ownership"  column as a result of the  ownership of options or warrants.  Unless
otherwise  indicated,  the Company  believes that the  beneficial  owners of the
Common Stock listed below,  based on information  provided by such owners,  have
sole  investment  and voting power with  respect to such shares.  The address of
Benito R.  Fernandez  (on behalf of  Horizons  Investors  Corp.) is 2830  Pitkin
Avenue, Brooklyn, New York 11208. The address of Joel L. Gold is c/o Berry Shino
Securities,  45  Broadway,  New York,  New York  10006.  The address of Nicholas
Shashati is c/o  Sterling  VisionCare,  9663 Tierra  Grande  Street,  San Diego,
California  92126.  The address of all other persons listed below is 100 Quentin
Roosevelt Boulevard, Suite 508, Garden City, New York 11530.


                                                         
------------------------------------- ------------------------ --------------------
                Name                    Beneficial Ownership     Percent of Class
------------------------------------- ------------------------ --------------------
Christopher G. Payan  (a) (b)               1,262,500   (1)             1.7%
------------------------------------- ------------------------ --------------------
Myles S. Lewis (b)                            150,000   (2)               *
------------------------------------- ------------------------ --------------------
Samuel Z. Herskowitz (b)                      177,500   (3)               *
------------------------------------- ------------------------ --------------------
Dr. Nicholas Shashati (b)                     140,000   (4)               *
------------------------------------- ------------------------ --------------------
Dr. Alan Cohen (a)                          3,373,769   (5)             3.8%
------------------------------------- ------------------------ --------------------
Dr. Robert Cohen (a)                        2,886,887   (6)             3.1%
------------------------------------- ------------------------ --------------------
Horizons Investors Corp. (a)               23,926,531   (7)            34.1%
------------------------------------- ------------------------ --------------------
Joel L. Gold (a)                              221,500   (8)               *
------------------------------------- ------------------------ --------------------
All current directors and executive
 officers as a group                       32,138,687   (9)            43.0%
------------------------------------- ------------------------ --------------------


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

     (1) This number includes the right to acquire 50,000 shares of Common Stock
upon the exercise of presently exercisable, outstanding options.

     (2) This number includes the right to acquire 50,000 shares of Common Stock
upon the exercise of presently exercisable, outstanding options.

     (3) This number includes the right to acquire 77,500 shares of Common Stock
upon the exercise of presently exercisable, outstanding options.

     (4) This number  represents  the right to acquire  140,000 shares of Common
Stock upon the exercise of presently exercisable, outstanding options.


                                       2


     (5) This  number  includes  the right to acquire  750,000  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes  (i) the right to  acquire  5,562,753  shares of Common  Stock upon the
exercise of outstanding  warrants that are not exercisable until April 15, 2006;
and (ii) 26,700  shares owned by Dr.  Cohen,  as custodian for each of Erica and
Nicole Cohen, to which Dr. Cohen also disclaims beneficial ownership.

     (6) This  number  includes  the right to acquire  750,000  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes the right to acquire 4,293,729 shares of Common Stock upon the exercise
of outstanding warrants that are not exercisable until April 15, 2006.

     (7) This  number  represents  shares  of  Common  Stock  owned by  Horizons
Investors Corp.  ("Horizons"),  a New York corporation  principally owned by Mr.
Fernandez, and includes the right to acquire 200,000 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.

     (8) This number  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, to which Mr.
Gold disclaims beneficial ownership.

     (9) This number  includes the right to acquire  2,237,500  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes  the  right to  acquire  40,924,258  shares of  Common  Stock  upon the
exercise  of  warrants  that  are not  exercisable  until  April  15,  2006.  In
accordance with Rule 13d-3(d)(1)  under the Securities  Exchange Act of 1934, as
amended,  the 2,237,500 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.


II.   Senior Convertible Preferred Stock:

     In April 1998,  the Company  issued a series of its  Preferred  Stock,  par
value $0.01 per share (the "Senior Convertible Preferred Stock"),  together with
warrants (all of which expired in February 2001) to acquire shares of its 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,  stock ownership and voting power of
the sole remaining owner of the Company's Senior Convertible Preferred Stock:

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

     (1) These shares are  convertible  into an  aggregate  of 98,519  shares of
Common Stock; and the holder thereof is entitled to cast that number of votes at
any meeting of shareholders, voting together with the Common Stock.

                                       3


Item 1.  ELECTION OF DIRECTORS (PROPOSAL NO. 1)

     The number of directors constituting the entire Board is currently six (6).
The directors of the Company are divided into two classes, designated as Class I
and Class II,  respectively.  Directors of Class I will be elected at the Annual
Meeting  for an  initial  term of one year,  and  directors  of Class II will be
elected at the Annual Meeting for a term of two years,  in each case until their
respective   successors   are  duly  elected  and  qualified  or  their  earlier
resignation,  removal from office,  retirement or death.  Following  this Annual
Meeting,  all  directors of Class I and II shall,  upon the  expiration of their
respective  then current term,  or until their  respective  successors  are duly
elected  and  qualified  or their  earlier  resignation,  removal  from  office,
retirement or death, be elected for a term of two years at the Annual Meeting of
the  Shareholders  of EVI  held in the  year in  which  the  term of such  Class
expires. Mr. Benito R. Fernandez and Mr. Christopher G. Payan presently serve as
Class I Directors and are scheduled to hold office until the 2004 Annual Meeting
of  Shareholders.  Drs. Robert and Alan Cohen,  and Mr. Joel L. Gold,  presently
serve as  Class II  Directors  and are  scheduled  to hold  office  until  their
respective   successors   are  duly  elected  and  qualified  or  their  earlier
resignation, removal from office, retirement or death.

Nominees for Director

     Six (6) directors are to be elected at the Meeting.  The directors  elected
in Class I (Alan Cohen, Harvey Ross and Seymour G. Siegel) would serve until the
Annual Meeting of  Shareholders  in 2005 and until their  respective  successors
have been elected and has qualified, or until their earlier resignation, removal
or death.  The  directors  elected to Class II (Robert  Cohen,  Joel L. Gold and
Christopher  G. Payan) would serve until the Annual Meeting of  Shareholders  in
2006 and until their respective  successors have been elected and has qualified,
or until his  earlier  resignation,  removal or death.  Benito R.  Fernandez,  a
current director, has not been nominated by the Board for election as director.

     The following sets forth the name,  age and biography,  as of May 21, 2004,
of Harvey Ross and Seymour G. Siegel,  who  currently  do not hold  positions or
offices with the Company:

     Harvey  Ross,  age  64,  Chairman  and  Chief  Executive  Officer  of  Viva
International  Group,  has in excess of thirty-five  (35) years of experience in
the optical  industry.  From 1974 through 1977,  Mr. Ross served as President of
Jan Optical,  a retail  distributor of optical frames. In 1978, Mr. Ross founded
Viva  International,  a company he has grown into one of the world's largest and
most successful  manufacturers and distributors of fashion eyewear in the United
States and abroad, which include offices in Australia,  Brazil,  Canada, France,
Germany,  Hong Kong, Italy, Japan, Mexico, Spain and the United Kingdom.  Viva's
distribution of designer eyewear to more than 50 countries around the world, and
throughout  the  U.S.,  include  such  brands as Guess,  Tommy  Hilfiger,  Gant,
Candies,  Ellen Tracy,  Harley  Davidson,  Bongo,  Marc Ecko  Scopes,  Catherine
Deneuve,  Viva and  Savvy.  From 1989  through  2003 Mr.  Ross also  served as a
director of several  corporations  including,  from 1989  through  2003,  Ashton
Imports,  a leading  distributor of Luxury Eyewear.  From 1994 through 2003, Mr.
Ross served as a director of Vision Council of America,  a national  association
for Vision Care and Education formed to assist frame and lens  manufacturers and
distributors.  Mr. Ross also serves as an officer and  director of several  real
estate investment companies.

     Seymour G. Siegel, age 61, is a certified public accountant and a principal
in the Siegel Rich  Division of Rothstein,  Kass & Company,  P.C., an accounting
and consulting  firm.  From 1974 to 1990 he was managing  partner and founder of
Siegel Rich and Co., P.C.,  CPAs which merged into M.R.  Weiser & Co., LLC where
he was a senior partner.  He formed Siegel Rich Inc. in 1994 which in April 2000
became a division  of  Rothstein,  Kass & Company,  P.C.  Mr.  Siegel has been a
director,  trustee and officer of numerous  businesses,  philanthropic and civic
organizations. He has served as a director and member of the audit committees of
Barpoint.com,  Oak Hall Capital Fund,  Prime Motor Inns Limited  Partnership and
Noise  Cancellation  Technologies,  all public  companies.  Mr. Siegel currently
serves on the a  director  and  chairman  of the audit  committee  of  Hauppauge
Digital, Inc. The Company anticipates that, upon election, Mr. Siegel will serve
as the  Chairman  of its  Audit  Committee  and will  also be named  its  "audit
committee financial expert".

     The names,  ages and biographies of the other nominees (Alan Cohen,  Robert
Cohen,  Joel L. Gold and  Christopher  G. Payan) are provided  under the section
entitled "Directors and Executive Officers of the Registrant."


                                       4


     Shares represented by proxies returned duly executed will be voted,  unless
otherwise  specified,  in  favor  of the  following  three  nominees  as Class I
Directors:  Alan Cohen,  Seymour G. Siegel and Harvey  Ross,  and the  following
three nominees as Class II Directors: Robert Cohen, Joel L. Gold and Christopher
G. Payan. Each nominee for director has consented to serve on the Board and will
be elected by a plurality  of the votes cast at the Annual  Meeting.  If any (or
all) such persons should be unavailable or unable to serve, the persons named in
the  enclosed  Proxy will vote the shares  covered  thereby for such  substitute
nominee (or nominees) as the Board may select; however, at the present time, the
Board knows of no reason why any nominee might be unable to serve.

     THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES NAMED HEREIN.


               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The current  directors and  executive  officers of EVI, as of May 24, 2004,
are as follows:

Name                      Age      Position
----                      ---      --------
Alan Cohen, O.D.           53      Chairman of the Board of Directors
Robert Cohen, O.D.         60      Director
Benito R. Fernandez        62      Director
Joel L. Gold               62      Director
Christopher G. Payan       29      Co-Chief Operating Officer, Chief Financial
                                   Officer, Senior Vice President, Secretary
                                   and Director
Samuel Z. Herskowitz       34      Co-Chief Operating Officer and Chief
                                   Marketing Officer
Myles Lewis                36      Co-Chief Operating Officer and Senior Vice
                                   President - Business Development
Dr. Nicholas Shashati      44      President - VisionCare of California,
                                   Inc. ("VCC")
Brian P. Alessi            28      Controller and Treasurer


     Dr. Alan Cohen has served as a director of the Company since its inception;
and,  as of May  31,  2002,  became  the  Company's  Chairman  of the  Board  of
Directors.  He also served as Chief  Operating  Officer of the Company from 1992
until October 1995, when he became Vice Chairman of the Board of Directors,  and
as the Company's President,  Chief Executive Officer and Chief Operating Officer
from  October  1998  through  April 17,  2000,  when he became  President of the
Company's retail optical store division,  which position Dr. Cohen resigned from
on January 9, 2001. Dr. Cohen,  together with his brother,  Dr. Robert Cohen, is
the owner of Meadows  Management,  LLC ("Meadows"),  which, until April 9, 2000,
rendered consulting services to the Company.  From 1974 to the present, Dr. Alan
Cohen has been engaged in the retail and wholesale  optical  business.  For more
than 10 years,  Dr. Cohen has also been a director,  principal  shareholder  and
officer  of Cohen  Fashion  Optical,  Inc.  and its  affiliates  ("CFO"),  which
currently  maintains  its  principal  offices in Garden  City,  New York.  Since
January 15, 2001, Dr. Cohen has served as President of General Vision  Services,
LLC ("GVS"),  and, since October 2003, has served as an officer of Vision World,
LLC ("Vision World"), each of which currently maintains its principal offices in
New  York  City.  Dr.  Cohen  and  his  brother,  Dr.  Robert  Cohen,  are  also
shareholders of CFO and members of GVS and Vision World. CFO and GVS each engage
in, among other things, the operation (and, in the case of CFO,  franchising) of
retail  optical  stores similar to those operated and franchised by the Company.
GVS and Vision World also  administer  third party benefit  programs  similar to
those being  administered  by the  Company.  Dr.  Cohen is also an officer and a
director of several  privately  held  management  and real estate  companies and
other businesses.  Dr. Cohen graduated from the Pennsylvania School of Optometry
in 1972, where he received a Doctor of Optometry degree.

     Dr.  Robert  Cohen  served as  Chairman  of the Board of  Directors  of the
Company from its inception  through April 7, 2000, when he resigned as Chairman,
but not as a director.  He also served as Chief Executive Officer of the Company
from its inception until October 1995. Dr. Cohen, together with his brother, Dr.
Alan  Cohen,  is the owner of  Meadows,  which,  until  April 9, 2000,  rendered
consulting services to the Company.  From 1968 to the present,  Dr. Robert Cohen
has been engaged in the retail and wholesale optical business.  For more than 10
years,  Dr.  Cohen has also served as  President  and a director  of CFO.  Since
January 15, 2001,  Dr. Cohen has served as the Chief  Executive  Officer of GVS,
and, since October 2003, has served as an officer of Vision World. Dr. Cohen and


                                       5


his brother, Dr. Alan Cohen, are also shareholders of CFO and members of GVS and
Vision World.  Dr. Cohen is also an officer and a director of several  privately
held  management  and real estate  companies  and other  businesses.  Dr.  Cohen
graduated from the Pennsylvania School of Optometry in 1968, where he received a
Doctor of Optometry degree.

     Benito R.  Fernandez  was appointed as a director of the Company as of June
12, 2001. Since 1986, Mr. Fernandez has been the President of Horizons,  located
in Albany,  New York,  an entity  which owns,  develops  and manages real estate
properties,  and which also acts as agent for  various  companies  in the health
field, as well as the President of Horizons  Hotels Corp.,  located in San Juan,
Puerto Rico, which owns and manages hotel properties.  In addition,  since 1980,
Mr.  Fernandez  has been the President of the Brooklyn  Manor Group,  located in
Brooklyn,  New York, an entity which owns and manages a health care facility and
acts as a consultant to various health related facilities;  and, since 1973, has
been the  President  of Typhoon  Fence of L.I.,  Inc.,  the  operator of a fence
construction company located in Long Island, New York. Mr. Fernandez,  who was a
former member of the Federal Reserve Bank of New York Advisory  Council of Small
Business and Agriculture,  graduated from the City University of the City of New
York in 1966,  where he received his B.A..  In 1999, he received The South Bronx
Board of Trades and The Somos Uno Foundation Award for outstanding  professional
leadership in economic development;  in 1995, he received the Bedford Stuyvesant
Y.M.C.A.  Man of the Year Award;  and, in 1990,  he received  the New York State
Puerto  Rican/Hispanic   Legislator  Task  Force  Conference  Center  Award  for
excellence in advancing  business  opportunities  for Puerto Ricans and Latinos.
Mr. Fernandez has not been nominated by the Board for election as a director.

     Joel L. Gold has served as a director of the Company since  December  1995.
He is currently  Executive Vice  President of Investment  Banking of Berry Shino
Securities,  Inc.,  an  investment  banking firm located in New York City.  From
January 1999 until  December  1999, he was an Executive  Vice President of Solid
Capital Markets,  an investment banking firm also located in New York City. From
September  1997 to January  1999,  he served as a Senior  Managing  Director  of
Interbank  Capital  Group,  LLC, an investment  banking firm also located in New
York City.  From April 1996 to September  1997,  Mr. Gold was an Executive  Vice
President  of LT Lawrence & Co.,  and from March 1995 to April 1996,  a Managing
Director of Fechtor Detwiler & Co., Inc., a  representative  of the underwriters
for the Company's  initial public offering.  Mr. Gold was a Managing Director of
Furman Selz  Incorporated  from January  1992 until March 1995.  From April 1990
until  January 1992,  Mr. Gold was a Managing  Director of Bear Stearns and Co.,
Inc. ("Bear  Stearns").  For  approximately 20 years before he became affiliated
with Bear Stearns,  he held various positions with Drexel Burnham Lambert,  Inc.
He is currently a director, and serves on the Audit and Compensation Committees,
of Geneva Financial Corp., a publicly held specialty, consumer finance company.

     Christopher G. Payan joined the Company as its Vice President of Finance in
July 2001. In October 2001, he was appointed as its Senior Vice President, Chief
Financial  Officer,  Secretary  and  Treasurer;  and,  on April  29,  2002,  was
appointed as one of its Chief Operating  Officers.  On March 24, 2004, Mr. Payan
was appointed to the Company's board of directors and resigned as its Treasurer.
From March 1995  through July 2001,  Mr.  Payan was employed by Arthur  Andersen
LLP, at the time, one of the world's largest professional  services firms, where
he provided  various  audit,  accounting,  operational  consulting  and advisory
services to various small and mid-sized  private and public companies in various
industries.  Mr.  Payan also  serves on the  boards of  directors  of  Hauppauge
Digital, Inc. and Newtek Business Services, Inc. Mr. Payan is a certified public
accountant.

     Samuel Z.  Herskowitz  joined the  Company in January  1996 and,  effective
April 29, 2002, was appointed as one of its Chief Operating Officers, as well as
its Chief Marketing  Officer.  From 1996 to April 1997, Mr. Herskowitz served as
the Director of Operations of EVI's then wholly-owned subsidiary,  Insight Laser
Centers, Inc. In April 1997, Mr. Herskowitz became responsible for the Company's
corporate  communications and, in January 1998, was appointed to the position of
Director of  Marketing  and  Advertising  of the Company,  in which  position he
served until April 1999, when he became the Company's Vice President - Marketing
and Advertising.  From 1993 to December 1996, Mr. Herskowitz was the Director of
Public  Relations  for  Rosenblum  Eye  Centers  located in New York  City.  Mr.
Herskowitz received a Masters in Business  Administration from Baruch College of
the City University of New York in May 1995.


                                       6


     Myles S. Lewis joined the Company in October  1999 as its Vice  President -
Managed  Care  and,  effective  April  29,  2002,  was  appointed  as one of the
Company's  Chief  Operating  Officers  and its Senior Vice  President - Business
Development.  From  October  1998 to  September  1999,  Mr. Lewis served as Vice
President of Managed Care for Vista  Eyecare,  Inc.,  located in  Lawrenceville,
Georgia,  as well as  President  of  ProCare  Eye  Exam,  Inc.,  Vista's  health
maintenance  organization located in the State of California.  From January 1993
to  September  1998,  Mr. Lewis was  employed by New West  Eyeworks,  located in
Tempe,  Arizona,  in various  executive  capacities,  including Vice President -
Managed Care,  President of Vista Eyecare  Network,  LLC, a managed care company
owned by New West Eyeworks,  and Director of Strategic  Projects and Operations.
Mr. Lewis graduated from Arizona State  University in 1991,  where he received a
Bachelors of Science degree in Management.

     Dr. Nicholas Shashati has been the Director of Professional Services of the
Company since July 1992 and, since March 1, 1998, the President of the Company's
wholly owned  subsidiary,  VCC. Dr. Shashati earned a Doctor of Optometry degree
from Pacific University of California in 1984, and received a Bachelor of Visual
Science  degree from  Pacific  University  and a Bachelor  of Science  degree in
Biology  from San  Diego  State  University.  Dr.  Shashati  is  licensed  as an
optometrist  in the States of New York,  California,  Arizona and Oregon.  He is
Chairperson  for the Quality  Assurance  Committee of the Company,  as well as a
Practice Management Consultant.

     Brian P. Alessi joined the Company as its  Assistant  Controller in October
2001. In February  2002, he was  appointed as its  Controller,  and on March 24,
2004 was appointed Treasurer of the Company.  From December 1999 through October
2001, Mr. Alessi was employed by Arthur  Andersen LLP, where he provided  audit,
accounting and consulting  services to small and mid-sized  companies in various
industries.  From August 1997 through  December 1999, Mr. Alessi was employed by
Yohalem  Gillman & Company LLP, where he provided audit and accounting  services
to small and mid-sized private companies,  and tax services to individuals.  Mr.
Alessi  graduated  from the  University  of Miami in 1997,  where he  received a
Bachelors of Business Administration degree in Accounting.


                       Operation of the Board of Directors

     During the fiscal year ended  December 31, 2003, the Board held one meeting
in person, seven meetings telephonically, and acted by unanimous written consent
one time. Each director  attended at least 75% of the meetings held by the Board
during the period in which such director served,  including the meetings held by
the Committees on which such director served.

Corporate Governance

     As an issuer  subject to the periodic  requirements  of the  Securities and
Exchange Act of 1934, the Company also is subject to various of the requirements
of the  Sarbanes-Oxley  Act of 2002 ("SOXA").  Although neither our Common Stock
nor our Senior  Convertible  Preferred  Stock  presently is listed on a national
securities  exchange or a U.S.  Inter-dealer  quotation  system of a  registered
national   securities   association,   we  are  committed  to  establishing  and
maintaining high standards of corporate governance. Management accessibility and
accountability,  as well as  frequent  and  transparent  communication  with our
public shareholder base and the investor  community,  is a central theme of this
standard.  Accordingly,  management  intends to work  closely  with our proposed
newly  constituted  Board  to  identify  and  implement,  in  2004,  appropriate
enhancements and improvements to our corporate governance initiatives including,
to the extent in the best interests of our public shareholders,  identifying and
adopting certain corporate governance programs, procedures and best practices as
consistent as reasonably practicable with those of an Nasdaq-listed company.

     In the furtherance of the  aforementioned,  we intend to enhance the design
and maintenance of internal controls, procedures and approval processes. We also
intend to review and,  where  deemed  appropriate,  rewrite the  charters of the
Committees of the Board to implement corporate  governance  initiatives and best
practices.

     In order to further ensure the proper corporate  governance of the Company,
the Company has long standing policies and procedures,  and intends to implement
even more stringent  policies and procedures,  regarding the  consideration  and
approval  of   transactions   with  the  officers,   directors  and  significant
shareholders of the Company and their affiliates, as well as with respect to the
obligations of the directors,  officers and significant shareholders relating to
business  opportunities  in  which  the  Company  has  a  legitimate  right  and
expectancy. See also "Certain Relationships and Related Transactions."


                                       7


Director Independence Standards

     Currently,  the  sole  member  of  the  Board  meeting  the  definition  of
"independence,"  as such term is defined in the listing  standards of the Nasdaq
Stock Market ("Nasdaq"),  is Joel L. Gold. If so elected as a director,  Seymour
G. Siegel and Harvey Ross would also meet this standard.

     Based on the aforementioned  independence standard, the Board believes that
Alan  Cohen and  Robert  Cohen are not  independent.  As a  result,  as  further
discussed below, the Board anticipates  replacing them on most of the committees
of the Board in favor of Harvey Ross and Seymour G. Siegel. We intend that these
independent  members  of the  Board  will  hold  regularly  scheduled  executive
sessions at least twice a year at which only independent  directors are present.
Additionally,  a publicly  available  Code of Conduct  applicable  to directors,
officers  and  employees  will be  adopted  in an  endeavor  to comply  with the
definitions  of  "Code of  Ethics"  provided  in SOXA  and the  rules of the SEC
adopted under SOXA.

Committees of the Board

     The  current  standing  committees  of  the  Board  include  the  Executive
Committee,  the Audit Committee,  the Compensation Committee and the Independent
Committee.  In  addition,  on June 10, 2003 and  December  22,  2003,  the Board
established Special Independent Committees.

     The Executive  Committee,  whose members are currently  Robert Cohen,  Alan
Cohen and Christopher G. Payan,  is generally  authorized to exercise the powers
of the Board to the fullest  extent  permitted by applicable  law. The Executive
Committee did not meet during the year ended December 31, 2003.

     The Audit Committee, whose members currently are Joel L. Gold, Robert Cohen
and Alan Cohen,  recommends the selection of the Company's independent auditors,
receives reports from such independent auditors on any material  recommendations
made to management,  and reviews,  with the auditors,  any material questions or
problems with respect to the accounting records, procedures or operations of the
Company  which have not been  resolved to their  satisfaction  after having been
brought to the attention of management.  A copy of the Company's Audit Committee
Charter, which we intend to amend for the Audit Committee's anticipated expanded
role,  is included  herein as Annex A. The Audit  Committee was  established  in
December  1995,  and  during  the year  ended  December  31,  2003 met two times
telephonically.  In the event that they are so elected as  directors,  the Board
anticipates  appointing Seymour G. Siegel and Harvey Ross to the Audit Committee
in  replacement  of Alan Cohen and Robert Cohen so that all members of the Audit
Committee would be "independent" in accordance with Nasdaq listing standards. It
is also anticipated that Mr. Siegel would be identified as the Audit Committee's
"financial  expert,"  and that,  in the  future,  the Audit  Committee  would be
charged with the current responsibilities of the Independent Committee.


                                       8


     Further, the Audit Committee intends to adopt a procedure for the Company's
employees to submit good faith complaints, on a confidential basis, without fear
of reprisals, regarding our accounting, internal accounting controls or auditing
matters. These procedures would provide for the receipt, retention and treatment
of such complaints.  Complaints could relate,  without  limitation,  to fraud or
deliberate  error  in  the  preparation,  evaluation,  review  or  audit  of our
financial  statements  or in the  recording  and  maintenance  of our  financial
records;  deficiencies or non-compliance with our internal accounting  controls;
or  misrepresentations  or  false  statements  to  or  by a  senior  officer  or
accountant  regarding  our  financial  records or financial  reports.  The Audit
Committee would  acknowledge the receipt of any complaint,  direct the review of
the complaint and direct prompt and appropriate  action when and as warranted in
the judgment of the Audit Committee.

     The Compensation Committee,  whose members are currently Alan Cohen, Robert
Cohen and Joel L. Gold, administers EVI's 1995 Stock Incentive Plan and sets the
salaries and bonuses of the executive officers of the Company. In the event that
they are so elected as directors,  the Board anticipates  appointing Harvey Ross
and Seymour G. Siegel to the Compensation Committee in replacement of Alan Cohen
and Robert Cohen,  so that all members of the  Compensation  Committee  would be
"independent"  in accordance  with Nasdaq listing  standards.  The  Compensation
Committee was  established in December 1995 and,  during the year ended December
31, 2003, met one time telephonically.

     The Independent Committee, whose members currently are Joel L. Gold, Benito
R.  Fernandez and  Christopher G. Payan,  is generally  authorized to review any
transaction  (or  series of  transactions)  involving  more than  $10,000 in any
single instance,  or more than $50,000 in the aggregate (other than compensation
matters which are determined by the Compensation  Committee) between the Company
and: (i) any of its directors,  officers,  principal shareholders and/or each of
their  respective  affiliates;  or (ii) any employee of, or  consultant  to, the
Company who also renders  services to CFO and/or GVS,  retail optical  companies
owned, in part, by certain directors and shareholders of the Company, whether or
not for compensation.  As discussed above, in the event that they are so elected
as directors, the Board anticipates appointing Seymour G. Siegel and Harvey Ross
to the Audit Committee in replacement of Alan Cohen and Robert Cohen so that all
members of the Audit Committee would be  "independent" in accordance with Nasdaq
listing  standards.  The authority of the Audit Committee could then be expanded
to include the current  responsibilities  of the  Independent  Committee and the
Independent  Committee  would  be  disbanded.   The  Independent  Committee  was
established  in December 1995 and,  during the year ended December 31, 2003, met
once telephonically.

     Special  Independent  Committees,  whose sole member was Joel L. Gold,  was
established   for  the  sole  purposes  of  (i)   evaluating  the  fairness  and
reasonableness  of, and negotiating the terms of, the offer (the "Offer"),  from
Horizons  Investors Corp.,  Drs. Robert and Alan Cohen, and certain of the Cohen
family members,  to acquire all of the outstanding capital stock of the Company,
which Offer was made on June 5, 2003, and was subsequently withdrawn on November
6, 2003,  and (ii)  negotiating  the terms of certain  rescission and settlement
transactions  described in Note 14 of Item 8 of the  Company's  Annual Report of
Form 10-K for the year ended  December 31, 2003 (which has been  delivered  with
this Proxy Statement).  The Special Independent Committees that were established
on June 10, 2003 and  December 22,  2003,  respectively,  each acted one time by
written consent during the year ended December 31, 2003.

     Nominating  Committee.  The Company  presently  does not have a  Nominating
Committee as  nominations  for  directors are made together by the entire Board.
When considering  nominees for directorships,  the Company reviews and considers
such factors as industry experience, educational credentials and accreditations,
standing and profile in the  principal  communities  where the Company  conducts
business,  experience as a public company director,  diversity and other factors
which  management in its overall  discretion  reviews to determine that nominees
are well-suited to serve the best interests of the Company and its shareholders.
In the event that Harvey Ross and Seymour G. Siegel are so elected as directors,
the Board anticipates  establishing a Nominating Committee,  to be governed by a
charter,  with its members being Joel L. Gold, Mr. Ross and Mr. Siegel. Thus all
members of the Nominating  Committee would be  "independent"  in accordance with
Nasdaq listing standards.

                                       9


Compensation Committee Interlocks and Insider Participation

     In  2003,  none  of the  members  of our  Compensation  Committee  had  any
interlocks  or  insider  participation  requiring  disclosure  pursuant  to Item
402(j)(3).


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
EVI's  executive  officers  and  directors,  and  persons  who own more than ten
percent of a  registered  class of EVI's equity  securities,  to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the  "SEC").  Executive  officers,  directors  and  greater  than  ten  percent
shareholders are required, by SEC regulation,  to furnish EVI with copies of all
Section 16(a) forms they may file.

     Based  solely on a review of the copies of such forms  furnished to EVI, or
written representations that no Forms 5 were required, EVI believes that, during
the year  ended  December  31,  2003,  all  Section  16(a)  filing  requirements
applicable  to its  executive  officers,  directors and greater than ten percent
beneficial  owners were complied with,  except that Drs.  Robert and Alan Cohen,
and Horizons filed certain of their Forms 4 after the required deadlines.


Audit Committee Financial Expert

     Our Board of Directors has determined that the Audit Committee of the Board
does not have an "audit committee  financial expert," as that term is defined in
Item 401(h) of Regulation S-K.  However,  upon election,  the Company intends to
identify Seymour G. Siegel as its audit committee financial expert.


Compensation of Directors

     Directors  who are not  employees  or  executive  officers  of the  Company
receive  $1,500  for each board  meeting  attended  in  person,  $1,000 for each
committee  meeting  attended  in person,  and $500 for each  board or  committee
meeting attended telephonically. 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.

     On May 30, 2003, the  Compensation  Committee of the Board granted  100,000
stock options to each of the non-employee  directors of the Company. The options
have an  exercise  price  of  $0.05,  a term of 10  years,  and are  immediately
exercisable. None of these options have been exercised.




                                       10



                             EXECUTIVE COMPENSATION

     The following Summary  Compensation Table sets forth the compensation,  for
the three years ended  December 31,  2003,  of each of the  Company's  four most
highly compensated executive officers that were serving as executive officers of
the Company and its  subsidiaries  as of December  31, 2003  (collectively,  the
"Named Executive Officers"):

                           Summary Compensation Table

                                                                                          
   ------------------------------------ --------- -------------------------------- ------------------ -----------------
                                                                                       Long-Term
                                                                                     Compensation
                                                                                      Securities
                                         Fiscal         Annual Compensation        Underlying Stock      All Other
       Name and Principal Position        Year             Salary Bonus                 Options         Compensation
   ------------------------------------ --------- -------------------------------- ------------------ -----------------
   Christopher G. Payan,                  2003      $175,000 (2)   $ 26,000 (4)       100,000 (5)       $  32,200 (8)
   Senior Vice President, Co-Chief        2002      $169,000 (2)   $      -           150,000 (6)       $   6,000 (9)
   Operating Officer, Chief Financial     2001      $ 57,000 (3)   $      -            50,000 (7)       $       -
   Officer, Secretary and Director (1)
   ------------------------------------ --------- -------------------------------- ------------------ -----------------
   Myles S. Lewis,                        2003      $156,000 (11)  $ 26,000 (4)       100,000 (13)      $   6,000 (14)
   Co-Chief Operating Officer and         2002      $156,000 (11)  $      -                 -           $   3,000 (14)
   Senior Vice President - Business       2001      $118,000 (12)  $      -            50,000 (7)       $   1,000 (15)
   Development (10)
   ------------------------------------ --------- -------------------------------- ------------------ -----------------
   Samuel Z. Herskowitz,                  2003      $125,000 (17)  $ 26,000 (4)       100,000 (13)      $  10,000 (18)
   Co-Chief Operating Officer and         2002      $125,000 (17)  $      -                 -           $  11,000 (18)
   Chief Marketing Officer (16)           2001      $110,000 (17)  $      -            37,500 (7)       $   8,000 (18)
   ------------------------------------ --------- -------------------------------- ------------------ -----------------
   Dr. Nicholas Shashati,                 2003      $102,000 (19)  $      -                 -           $  23,000 (20)
   President - VisionCare of              2002      $102,000 (19)  $      -                 -           $  24,000 (20)
   California                             2001      $102,000 (19)  $      -           100,000 (7)       $  24,000 (20)
   ==================================== ========= ================================ ================== =================


     (1) Mr. Payan  became Vice  President of Finance of the Company on July 16,
2001, Senior Vice President, Chief Financial Officer, Treasurer and Secretary of
the Company in October 2001, and one of the Company's Chief  Operating  Officers
on April 29, 2002.  On March 24, 2004,  Mr. Payan  resigned as Treasurer and was
appointed a director of the Company.
     (2) Represents salary paid to Mr. Payan. On May 3, 2004,  effective January
1, 2004, the annual base  compensation  for Mr. Payan was increased to $275,000.
See also "Employment Contracts."
     (3)  Represents  salary paid to Mr. Payan for the period from July 16, 2001
through December 31, 2001.
     (4) Represents bonus payable related to the year ended December 31, 2003.
     (5) All of these options were exercised on May 20, 2004.
     (6) All of these options were exercised in February 2003.
     (7) All of these options are fully vested and exercisable.
     (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 car allowance payments made to Mr. Payan.
     (10) Mr. Lewis was  originally  employed as the  President of the Company's
Insight  Managed  Care  Division  for the period from  October 12, 1999  through
January 19, 2001,  when he resigned  from the Company.  Mr. Lewis was rehired on
April 30, 2001 as the Company's Vice President - Business Development.  On April
29, 2002, Mr. Lewis became one of the Company's Chief Operating Officers and its
Senior Vice President - Business Development.
     (11) Represents salary paid to Mr. Lewis. On May 3, 2004, effective January
1, 2004, the annual base compensation for Mr. Lewis was increased to $190,000.


                                       11


     (12)  Represents  salary paid to Mr.  Lewis for the period from  January 1,
2001  through  January 19,  2001 and for the period from April 30, 2001  through
December 31, 2001.
     (13) All of these options were exercised in November 2003.
     (14) Represents car allowance payments made to Mr. Lewis.
     (15) Represents  health insurance  payments made on behalf of Mr. Lewis for
the period from January 1, 2001 through January 19, 2001 and for the period from
April 30, 2001 through December 31, 2001.
     (16) Mr.  Herskowitz served as Director of Marketing and Advertising of the
Company  until  January 2, 2001,  when he became Vice  President - Marketing and
Advertising. On April 29, 2002, Mr. Herskowitz became one of the Company's Chief
Operating Officers and its Chief Marketing Officer.
     (17) Represents salary paid to Mr.  Herskowitz.  On May 3, 2004,  effective
January 1, 2004, the annual base  compensation for Mr.  Herskowitz was increased
to $190,000.
     (18) Represents car allowance payments made to Mr. Herskowitz.
     (19) Represents salary paid to Dr. Shashati by VCC.
     (20)  Includes  car  allowance  payments  made to Dr.  Shashati  by VCC and
additional salary paid to Dr. Shashati by the Company.


                        Option Grants in Last Fiscal Year

     On May 30, 2003, the  Compensation  Committee of the Board granted  100,000
stock options to each of the three Co-Chief  Operating  Officers of the Company.
The  options  had an  exercise  price of  $0.05,  a term of 10  years,  and were
immediately  exercisable.  On November 11,  2003,  November 13, 2003 and May 20,
2004,  respectively,  the Company's  Co-Chief  Operating  Officers exercised the
aforementioned 100,000 stock options granted to each of them.

     The following table sets forth information  concerning the options granted,
during 2003, to the Named Executive Officers of the Company:

                                                                            
--------------------------- ---------------- -------------- -------------- --------------- -----------------------------------
                                               % of Total                                    Potential Realizable Value of
                                Number of       Options                                      Assumed Annual Rates of Stock
                                 Shares        Granted to      Exercise                           Price Appreciation
                               Underlying     Employees in      Price        Expiration             for Option Term
           Name             Options Granted    Fiscal Year    Per Share          Date             5%               10%
--------------------------- ---------------- -------------- -------------- --------------- -----------------------------------
Christopher G. Payan            100,000          33.3%          $0.05        5/29/13 (1)        $3,000            $8,000
--------------------------- ---------------- -------------- -------------- --------------- ------------------ ----------------
Myles S. Lewis                  100,000          33.3%          $0.05       5/29/13 (2)         $3,000            $8,000
--------------------------- ---------------- -------------- -------------- --------------- ------------------ ----------------
Samuel Z. Herskowitz            100,000          33.3%          $0.05       5/29/13 (3)         $3,000            $8,000
--------------------------- ---------------- -------------- -------------- --------------- ------------------ ----------------


     (1) All options were exercised on May 20, 2004.
     (2) All options were exercised on November 11, 2003.
     (3) All options were exercised on November 13, 2003.

     Reference is made to Note 15 of Item 8 of the  Company's  Annual  Report on
Form 10-K for the year ended  December 31, 2003 (which has been  delivered  with
this Proxy  Statement)  for more  detailed  information  regarding the Company's
equity  compensation  plans.  The following  provides  certain  information with
respect to the Company's equity compensation plans as of December 31 2003:


                                       12


                                                                                 
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                            (A)                          (B)                          (C)
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             Number of securities
                                Number of securities to be                                   available for future
                                  issued upon exercise of     Weighted-average exercise      issuance under equity
                                  outstanding options and       price of outstanding           compensation plan
        Plan Category                    warrants               options and warrants         (excludes securities
                                                                                            reflected in column (A)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Authorized by shareholders               4,605,635                      $3.69                      2,394,365
------------------------------- ---------------------------- ---------------------------- ----------------------------
Not authorized by shareholders          67,543,629                      $0.33                          -
------------------------------- ---------------------------- ---------------------------- ----------------------------



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

                                                                                
---------------------------- ---------------- ------------ -------------------------------- -----------------------------------
                                                                 Number of Securities
                                 Shares          Value      Underlying Unexercised Options   Value of Unexercised In-the-Money
                               Acquired on      Realized            at FY-End (#)                 Options at FY-End ($)*
           Name                Exercise (#)       ($)         Exercisable/Unexercisable         Exercisable/Unexercisable
---------------------------- ---------------- ------------ -------------------------------- -----------------------------------
Christopher G. Payan             150,000       $      -             150,000/-0-                        $5,500/$0
---------------------------- ---------------- ------------ -------------------------------- -----------------------------------
Myles S. Lewis                   100,000       $ 19,000              50,000/-0-                            $0/$0
---------------------------- ---------------- ------------ -------------------------------- -----------------------------------
Samuel Z. Herskowitz             100,000       $ 18,000              67,500/-0-                            $0/$0
---------------------------- ---------------- ------------ -------------------------------- -----------------------------------
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 ($0.105).

     The stock  options  granted to the Named  Executive  Officers have exercise
prices as follows:  Christopher G. Payan: 100,000 options at $0.05 (subsequently
exercised on May 20, 2004), and 50,000 options at $0.26; Myles S. Lewis:  50,000
options at $0.33; Samuel Z. Herskowitz:  37,500 options at $0.33, 20,000 options
at $6.31,  and  10,000  options at $3.25;  and 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.

                              Employment Contracts

     Effective  February  11,  2002,  the Company and Mr.  Christopher  G. Payan
entered  into  a  three-year  employment  agreement  pursuant  to  which  he was
appointed as the Company's Senior Vice President,  Co-Chief  Operating  Officer,
Chief  Financial  Officer,  Secretary  and  Treasurer  (Mr.  Payan  resigned  as
Treasurer only on March 24, 2004). Pursuant to the agreement, Mr. Payan is to be
paid an annual base salary of $175,000  per year (which  salary was  adjusted by
the  Compensation  Committee,  in May 2004,  to $275,000  per year),  receives a
monthly  automobile  allowance of $600, and is entitled to an annual bonus in an
amount equal to 5% by which the earnings of the Company before interest,  taxes,
depreciation  and  amortization  and certain  other items,  as defined,  exceeds
$2,000,000,  in any year ending December 31st. In April 2004, Mr. Payan was paid
a bonus of $26,000 related to the year ended December 31, 2003.

     In addition, pursuant to the terms of said agreement, Mr. Payan was granted
150,000 employee stock options,  all of which were immediately vested (and which
Mr. Payan subsequently  exercised on February 20, 2003), and the 50,000 employee
stock options granted to Mr. Payan on July 16, 2001 became immediately vested.


                                       13


                          Stock Price Performance Graph

     The following graph shows the annual  cumulative total  shareholder  return
for the fiscal year ended  December 31, 2003 based on an assumed  investment  of
$100 on December  31, 1998.  The  Company's  Common  Stock began  trading on the
Nasdaq Stock Market on December 20, 1995 at a price of $7.50 per share,  and, as
of August 23, 2001,  began trading on the OTC Bulletin Board. The graph compares
the Company's performance with that of the S&P 500 Index and a peer group of its
main competitors.


                                [OBJECT OMITTED]












                                       14


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation  Committee of the Board has furnished the following report
on executive compensation:


Philosophy

     The  compensation  philosophy  of the Company is to develop  and  implement
policies  that  will  encourage  and  reward  outstanding  performance,  seek to
increase the profitability of the Company,  and maximize the Company's return on
equity so as to increase shareholder value. Maintaining competitive compensation
levels in order to attract and retain  executives who bring valuable  experience
and skills to the  Company is also an  important  consideration.  The  Company's
executive  compensation  programs  are  designed to attract and retain  talented
individuals and motivate them to achieve the Company's  business  objectives and
performance targets, including increasing long-term shareholder value.

     The Compensation Committee of the Board is comprised of the following three
directors:  Alan Cohen, Robert Cohen and Joel L. Gold. Working with the Company,
the Compensation  Committee  develops and implements  compensation plans for the
Company's executive officers.


Compensation Structure

     The Compensation Committee believes that it is in the best interests of the
Company and its  shareholders  that its executive  officers be  compensated in a
manner that provides  such officers with a strong  incentive to advance both the
short-term and long-term interests of the Company.

     The annual cash  compensation of most of the Company's  executive  officers
consists  primarily of an annual salary, a performance  bonus and stock options.
The Compensation Committee also has discretion to award discretionary bonuses to
each of the executive officers.

     Non-cash  compensation  of executive  officers  consists of options granted
under the Company's 1995 Stock Incentive Plan. These stock options produce value
for executives  only if the Company's  stock price increases over the respective
option exercise prices. Although there are no particular targets with respect to
the number of options granted to an executive  officer,  in general,  the higher
the  level  of  an  executive's  responsibility,  the  larger  this  stock-based
component of such person's compensation will be. In addition, in determining the
size of option  awards for a  particular  executive  officer,  the  Compensation
Committee  considers  the amount of stock  options  awarded  to other  executive
officers in a like position.

     The  compensation  of each  executive  officer  (other  than the  Principal
Executive Officer) is based on an annual review of such officer's performance by
the Principal  Executive  Officer and his  recommendations  to the  Compensation
Committee; and the compensation of the Principal Executive Officer is determined
by the Compensation  Committee.  In establishing and  administering the variable
elements  in  the  compensation  of  the  Company's  executive   officers,   the
Compensation Committee tries to recognize individual  contributions,  as well as
overall business results. Compensation levels are also determined based upon the
executive's responsibilities, the efficiency and effectiveness with which he/she
marshals resources and oversees the matters under his/her  supervision,  and the
degree to which he/she has contributed to the accomplishment of major tasks that
advance the Company's goals.


Executive Officer Compensation for 2003

     During the year ended December 31, 2003, each of Christopher G. Payan,  the
Company's Senior Vice President,  Co-Chief Operating Officer and Chief Financial
Officer  and  Secretary,  Myles S. Lewis,  its Senior Vice  President - Business
Development and Co-Chief  Operating  Officer,  Samuel Z.  Herskowitz,  its Chief
Marketing  Officer and Co-Chief  Operating  Officer,  and Brian P.  Alessi,  its
Controller  and  Treasurer,  were  not  employed  by  the  Company  pursuant  to


                                       15


employment contracts,  with the exception of Mr. Payan. The base salary to which
each  executive  officer was entitled to during the 2003 fiscal  year,  with the
exception of Mr.  Payan,  was based upon the Company's  goal of  attracting  and
retaining  qualified  executives.  Mr.  Payan's  base salary was based upon that
agreed to in his employment contract (see also "Employment Contracts").

     During the year ended  December  31, 2003,  the  following  employee  stock
options were granted by the  Compensation  Committee to the Company's  executive
officers:  Christopher G. Payan - 100,000;  Myles S. Lewis - 100,000;  Samuel Z.
Herskowitz - 100,000, and Brian P. Alessi - 0.

     Although the Compensation  Committee believes that the compensation paid to
its executive  officers is comparable to compensation paid by similar companies,
it has not made any independent investigation.

     The  Compensation  Committee feels that actions taken  regarding  executive
compensation  are  appropriate  in  view of  each  individual's,  as well as the
Company's, overall performance.


Principal Executive Officer Compensation for 2003

     Christopher  G. Payan has served as the  Company's  Senior Vice  President,
Co-Chief  Operating  Officer and Chief  Financial  Officer since April 2002. The
terms of Mr.  Payan's  employment  by the Company are  described in detail under
"Employment Contracts."

     The Committee  believes that the 2003 salary of Mr. Payan was reasonable in
light of his leadership. The Committee believes that the 2003 compensation level
for Mr. Payan  reflected  the  Committee's  confidence  in him and the Company's
desire to retain his talents. In this instance,  the Committee sought to provide
a total  compensation  package that is  competitive  with  individuals  who hold
comparable   positions  or  have  similar   qualifications   in  other   similar
organizations.


Dated: May 24, 2004
                                          Respectfully submitted:

                                          THE COMPENSATION COMMITTEE
                                          By:      Alan Cohen
                                                   Robert Cohen
                                                   Joel L. Gold







                                       16


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company is committed to establishing  and maintaining high standards of
corporate  governance,  ethics and  business  conduct.  This  means the  Company
conducts its business and manages its affairs in accordance  with the spirit and
letter of all applicable laws,  regulations and public policies,  and strives to
implement best practices applicable to similarly situated companies.

     From  time to time,  the  Company  historically  has,  and  hereafter  may,
transact  business  with  certain of its  directors,  officers  and  significant
shareholders,  and with their  respective  affiliated  companies.  In  addition,
certain of the Company's  directors are directors of, have significant  economic
interests  in,  and are  engaged in  businesses  substantially  similar  to, the
businesses engaged in by the Company.

     Recognizing  that  certain  of  our  directors,  officers  and  significant
shareholders  may have a direct  or  indirect  financial  or other  interest  in
certain  transactions  involving  the  Company,  and that  they also may have an
interest  in certain  corporate  opportunities  available  to the  Company,  the
Company has established  policies and procedures,  and intends to implement even
more  stringent  policies  and  procedures  to ensure that the terms of any such
transactions  with our  directors,  officers and  significant  stockholders  are
negotiated  on  behalf  of  the  Company  exclusively  by  our  independent  and
disinterested directors, and that the terms of such transactions are at least as
favorable to the Company as the terms which the Company  otherwise  could obtain
in "arms-length"  transactions with unaffiliated third parties. The Company also
intends to adopt new policies and procedures to define, with specificity,  those
financial and business opportunities in which the Company has a legitimate right
to and  expectancy  in, and which  belongs to the  Company,  and to prohibit the
taking by any director,  officer,  significant  shareholder or key employee, for
themselves  or any  of  their  affiliates,  of any  such  corporate  opportunity
properly  belonging to the Company or in which the Company may have a reasonable
interest or expectancy.

     As discussed above, our proposed,  newly  constituted  Audit Committee,  to
consist  entirely of  independent  directors,  will be charged  with the current
responsibilities  of the Independent  Committee,  and the Independent  Committee
will be disbanded.

     The following  sets forth the  relationships  of certain of the  directors,
officers and significant shareholders of the Company with third parties that are
engaged  in  businesses  that are  similar to the  businesses  engaged in by the
Company, as well as transactions  involving the Company in the prior fiscal year
in which a director,  officer or significant  shareholder  of the Company,  or a
third party with whom such director is affiliated, had an interest.


Cohen's Fashion Optical

     Drs.  Robert and Alan Cohen are  officers and  directors  of Cohen  Fashion
Optical,  Inc. ("CFO"),  including its affiliate,  Real Optical,  LLC. ("REAL").
CFO, which has been in existence  since 1978,  owns a chain of  company-operated
and  franchised  retail  optical  stores doing  business under the name "Cohen's
Fashion  Optical."  As of March 24,  2003,  CFO had 74  franchised  stores and 6
company-owned  stores (including one store operated by an affiliate of CFO under
the name "Cohen's  Optical").  In addition,  CFO also licenses to retail optical
stores the right to operate  under the name  "Cohen's Kids Optical" or "Ultimate
Spectacle."  As of March 26,  2004,  there were two  Ultimate  Spectacle  stores
located  in the State of New York;  and REAL,  as of such date,  operated  three
stores (under the name "Cohen's Fashion Optical"),  all of which were located in
New York State.  CFO and REAL stores are similar to the Company's retail optical
stores.  CFO has been  offering  franchises  since 1979 and currently has retail
optical  stores  in  the  States  of   Connecticut,   Florida,   New  Hampshire,
Massachusetts,  New Jersey and New York. In the future, Cohen's Fashion Optical,
Cohen's Kids Optical or Ultimate  Spectacle  stores may be located in additional
states.  As of March 26, 2004,  approximately  15 CFO stores were located in the
same  shopping  center  or mall as, or in close  proximity  to,  certain  of the
Company's  retail  optical  stores.  It is possible that one or more  additional
Cohen's  Fashion  Optical  stores,  Cohen's  Kids  Optical  stores  or  Ultimate
Spectacle  stores  may,  in the  future,  be  located  near  one or  more of the
Company's retail optical stores,  thereby  competing  directly with such Company
stores.  In addition,  the Company's  stores and certain of CFO's stores jointly
participate,  as providers,  under certain third party benefit plans obtained by
either the Company or CFO,  which  arrangement is anticipated to continue in the
future.

                                       17


     In January 2002, the Company  subleased from CFO, for a term of five years,
a portion  of the space then  being  leased by CFO in a building  located at 100
Quentin Roosevelt Boulevard, Garden City, New York and, in connection therewith,
relocated its principal executive offices to such premises.  Occupancy costs are
being  allocated  between the Company and CFO based upon the  respective  square
footages being occupied. The Company believes that its rent with respect to such
premises is equal to the fair market rental value of such space.

     On December 31, 2002, the Company refinanced certain past due amounts, owed
to CFO, in an effort to improve its current cash flow position. As a result, the
Company  signed a 5-year,  $200,000  promissory  note, in favor of CFO,  bearing
interest  at a  rate  of  10%  per  annum,  and  is  payable  in  equal  monthly
installments of principal and interest.

     During the ordinary  course of  business,  largely due to the fact that the
entities  occupy office space in the same  building,  and in an effort to obtain
savings with respect to certain  administrative  costs, the Company and CFO will
at times share in the costs of minor  expenses.  Management  believes that these
expenses have been appropriately accounted for herein.

General Vision Services

     In January 2001,  General Vision Services,  LLC ("GVS"), a Delaware limited
liability company located in New York City and beneficially  owned, in principal
part,  by Drs.  Robert and Alan Cohen and  certain  members of their  respective
immediate families  (collectively,  the "Cohen Family"),  acquired substantially
all of the assets of General  Vision  Services,  Inc. As of March 26, 2004,  GVS
operated  approximately  24 retail optical  stores,  principally  located in New
Jersey and in the New York  metropolitan  area,  which stores are similar to the
retail optical stores operated and franchised by the Company.  In addition,  GVS
solicits and  administers  third party benefit  programs  similar to those being
administered by the Company.  It is possible that a GVS store, or another retail
optical store which provides third party benefit plans  administered by GVS, may
now or in the future be located near one or more of the Company's retail optical
stores and may be competing directly with such store.

     Furthermore,  the Company, CFO and GVS jointly participate in certain third
party benefit plans, and certain of the Company's  retail optical stores,  CFO's
stores and GVS' stores  participate as providers under third party benefit plans
obtained by either the Company, CFO or GVS and, in all likelihood, will continue
to do so in the future.

     In June 2001,  the Company  subleased to GVS its retail  optical store (and
the furniture,  fixtures and equipment located  therein),  located in Nyack, New
York,  at a rent per month equal to the rent and  additional  rent payable under
the Master Lease for such store,  less a monthly  rental  credit,  until May 31,
2003, of $2,500. Pursuant to the terms of such sublease, the Company transferred
and conveyed to GVS all of such store's  furniture,  fixtures and equipment from
and after June 15,  2003.  The  Company  continues  to sublet this store to GVS,
however the Company no longer provides a rent subsidy.

     Further,  in  April  2002,  EVI  sold  to  GVS,  for  the  sum of  $55,000,
substantially  all of the assets of one of its stores  located in New York City,
together with all of the capital stock of its wholly-owned subsidiary,  Sterling
Vision of 125th  Street,  Inc.,  which is the tenant  under the Master Lease for
such store.

     During 2003,  2002 and 2001,  the Company  purchased  from City Lens,  Inc.
("City Lens"), an ophthalmic lens laboratory owned by GVS, ophthalmic lenses and
certain lens refinishing  services for its Company-owned  stores.  For the years
ended  December  31,  2003,  2002 and 2001,  the total  cost of such  lenses and
services  purchased  from  City Lens was  approximately  $26,000,  $228,000  and
$243,000,  respectively.  The Company  believes that the cost of such lenses and
services  were as  favorable  to the  Company  as those  which  could  have been
obtained from an unrelated third party.


Vision World

     In October 2003,  Vision World,  LLC, a Delaware limited  liability company
located in New York City and  beneficially  owned,  in principal  part,  by Drs.
Robert  and Alan  Cohen  and  certain  members  of the  Cohen  Family,  acquired
substantially  all of the assets of Eyeglass Services  Industries,  Inc.'s third
party administration business. Vision World solicits and administers third party


                                       18


benefit  programs  similar to those being  administered  by the  Company.  It is
possible  that a Vision  World  store,  or another  retail  optical  store which
provides third party benefit plans  administered by Vision World,  may now or in
the future be located near one or more of the Company's  retail  optical  stores
and may be competing directly with such store.

Additional Agreements and Transactions Between the Company and the Cohen Family

     On December 6, 2001,  the Company  borrowed  from  Broadway  Partners,  LLC
("Broadway"),  a New York  partnership  owned by certain of Dr.  Robert and Alan
Cohen's  children,  the sum of  $300,000,  which loan,  together  with  interest
thereon,  calculated  at 1% above  the prime  rate of  interest,  was  repaid to
Broadway, in full, on January 23, 2002.

     On July 23, 2002, the Board  authorized the Company to borrow $300,000 from
Dr.  Robert  Cohen.  The loan was  payable on August  10,  2002,  together  with
interest  in an amount  equal to 1% of the  principal  amount of such loan.  The
Company repaid this loan, in full, on August 8, 2002.

     On April 4, 2003, the Board  authorized the Company to borrow $100,000 from
Dr.  Robert  Cohen.  The loan was payable  immediately  after the closing of the
Company's  Rights  Offering,  together with interest in an amount equal to 1% of
the  principal  amount of such loan.  The Company  repaid this loan, in full, on
April 22, 2003, with a portion of the proceeds from the Rights Offering.

Newtek Business Services

     Christopher G. Payan,  one of the Company's  Chief  Operating  Officers and
directors,  serves on the board of directors of Newtek Business  Services,  Inc.
("NBSI"),  a company that provides various financial  services to both small and
mid-sized businesses. The Company utilizes the bank and non-bank card processing
services of one of NBSI's affiliated  companies.  During the year ended December
31, 2003,  the Company paid  approximately  $23,000 to such  affiliate  for such
services  provided.  The Company  believes that the cost of such services was as
favorable  to the  Company  as those  that  could  have  been  obtained  from an
unrelated third party.

Horizons Investors Corp. and Matters Relating to Benito R. Fernandez

     On December 3, 2001 and  December  20,  2001,  the  Company  borrowed  from
Horizons the sums of $150,000 and $300,000,  respectively,  each of which loans,
together with  interest  thereon,  calculated  at 1% above the prime rate,  were
repaid by the Company, in full, on January 23, 2002.

     On January 23,  2002,  the Company and  Horizons  entered  into a series of
agreements  pursuant to which Horizons  established,  in favor of the Company, a
credit  facility,  in the  maximum  amount  of  $1,000,000  and,  in  connection
therewith,  the Company  obtained from Horizons  advances  thereunder,  totaling
$450,000.  In connection with the closing of the Company's Rights Offering,  the
Company repaid these amounts, in full, on April 22, 2003.

     In  connection  with the  above  financing  arrangements,  EVI  issued,  to
Horizons,  five-year warrants to purchase up to 2,500,000 shares of EVI's Common
Stock at an exercise  price of $0.01 per share.  Horizons  exercised  2,000,000,
250,000 and 250,000 of such  warrants on May 1, 2002,  July 22, 2002 and October
22, 2002, respectively.


Transactions Among the Company, Horizons Investors Corp. and the Cohen Family

     On December 31, 2003,  the Company  entered into  agreements,  with each of
Horizons  and  certain of the  members of the Cohen  Family  (collectively,  the
"Subject  Shareholders"),  pursuant to which the Company and each of the Subject
Shareholders agreed to, and effectuated,  (a) the rescission,  ab initio, of the
exercise,  by the Subject  Shareholders,  of 13,000,000 of the over-subscription
rights of the Subject Shareholders (and,  accordingly,  of the issuance, to such
Subject Shareholders,  of the units associated therewith) granted to them in the


                                       19


Rights  Offering,  and (b) the rescission,  surrender and cancellation of all of
the remaining  warrants  (33,210,028 in the aggregate) that were acquired by the
Subject  Shareholders  in the Rights  Offering  (collectively,  the  "Rescission
Transactions").  In connection  with the  Rescission  Transactions,  the Company
agreed to repay each Subject  Shareholder  the original  subscription  amount of
$0.04  (previously  paid by each Subject  Shareholder) for each of the rescinded
units  (together  with  interest  at a rate of 6% per annum from the date of the
original  acquisition  thereof),  which, in the aggregate for all of the Subject
Shareholders,  totaled  $520,000.  This sum (plus  interest) is payable,  by the
Company,  on or before April 14, 2007,  pursuant to a series of promissory notes
issued to the Subject Shareholders.

     Recognizing  that the  Subject  Shareholders  suffered  certain  damages in
connection  with the  Rescission  Transactions,  on December 31,  2003,  (i) the
Company and the Shareholders entered into settlement agreements with each of the
Subject  Shareholders,  pursuant to which the Subject Shareholders  released any
and all claims  that they may have had  against  the  Company as a result of the
consummation  of  the  Rescission   Transactions,   and  (ii)  the  Company,  in
consideration  for such releases,  granted to the Subject  Shareholders,  in the
aggregate,  new warrants to purchase  59,210,028  shares of the Company's common
stock.  The exercise  prices of the new  warrants  issued to each of the Subject
Shareholders  ranged  from  $0.0465  to  $0.0489.  These  exercise  prices  were
calculated  with the intention of allowing the Subject  Shareholders to purchase
equity of the Company on  substantially  the same economic terms that they would
have been  originally  entitled  pursuant  to the Rights  Offering,  but for the
Rescission  Transactions.  The new warrants are not exercisable  until April 15,
2006, and expire on April 14, 2008.












                                       20


                     PRINCIPAL ACCOUNTANT FEES AND SERVICES

     On April 29, 2002, the members of the Company's Audit Committee recommended
to the Board that it discontinue the future  retention of Arthur  Andersen,  LLP
("Andersen") as the Company's  principal  accountants and, on June 18, 2002, the
Company formally dismissed Andersen as its independent  public  accountants.  In
connection  with the audit of the  fiscal  year ended  December  31,  2001,  the
Andersen  report did not contain any adverse  opinion or  disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. During the year ended December 31, 2001, there were no disagreements
with  Andersen on any matter of accounting  principles  or practices,  financial
statement disclosure, or auditing scope or procedures,  which disagreements,  if
not  resolved  to the  satisfaction  of such firm,  would have caused it to make
reference to the subject matter of the disagreement as part of its report.

     On August 5, 2002,  the Audit  Committee  recommended  to the Board that it
select  Miller,  Ellin & Company  LLP  ("Miller  Ellin") as its new  independent
public accountants,  which recommendation was accepted and unanimously passed by
the Board and, on August 7, 2002,  the Company  engaged  Miller Ellin as its new
independent public accountants.

     A representative of Miller Ellin will not be present at the Annual Meeting.

     The  following  is a summary of the fees  billed to us by  Miller,  Ellin &
Company LLP for professional  services rendered for the years ended December 31,
2003 and 2002:


Fee Category                      2003                        2002
------------                      ----                        ----

Audit fees (1)                 $  92,500                   $ 160,468
Audit-related fees                     -                           -
Tax fees (2)                           -                      45,000
All other fees                     9,532                           -
                               ----------                  ----------
     Total fees                $ 102,032                   $ 205,468
                               ==========                  ==========

     (1) Audit fees consist of aggregate fees billed for  professional  services
rendered  for the audit of our  annual  financial  statements  and review of the
interim financial  statements included in quarterly reports or services that are
normally  provided by the independent  auditors in connection with statutory and
regulatory  filings or  engagements  for the years ended  December  31, 2003 and
2002.

     (2) Tax fees consist of  aggregate  fees billed for  professional  services
rendered for the preparation of our  consolidated  federal and state tax returns
that are normally  provided by the  independent  auditors in connection with IRS
regulations for the years ended December 31, 2003 and 2002.









                                       21


             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     The  Audit  Committee   assists  the  Board  in  fulfilling  its  oversight
responsibilities  to  the  Company's  shareholders  relating  to  the  Company's
financial  statements  and the  financial  reporting  process,  the  systems  of
internal accounting and financial controls,  and the audit process.  The primary
responsibility   for  the  Company's   financial   reporting  lies  with  senior
management. The Company's independent accountants, Miller, Ellin & Company, LLP,
are  responsible  for  expressing an opinion on the  conformity of the Company's
audited financial  statements with generally accepted accounting  principles for
the United States.

     The Audit Committee  members are not professional  accountants or auditors,
and their  functions are not intended to duplicate or certify the  activities of
management and the independent accountants. The Audit Committee operates under a
written charter adopted by the Board.

     In this  context,  the Audit  Committee  has  reviewed and  discussed  with
management the Company's audited financial  statements.  The Audit Committee has
discussed with the independent  accountants the matters required to be discussed
by  Statement  on  Auditing  Standards  No.  61,   "Communications   with  Audit
Committees."

     The Audit  Committee  has received the written  disclosures  and the letter
from the independent  accountants  required by the  Independent  Standards Board
Standard  No. 1,  "Independence  Discussions  with  Audit  Committees,"  and has
discussed  with  the  independent   accountants  the  independent   accountants'
independence.

     Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited  financial  statements be
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, for filing with the Securities and Exchange Commission.


                                            Respectfully submitted:

                                            THE AUDIT COMMITTEE
                                            By:  Joel L. Gold
                                                 Alan Cohen
                                                 Robert Cohen
May 24, 2004








                                       22


                                     GENERAL

Other Matters

     Except as discussed in the immediately succeeding paragraph, the Board does
not know of any matters  that are to be presented  at the Annual  Meeting  other
than those stated in the Notice of Annual  Meeting and referred to in this Proxy
Statement.  If any other matters should properly come before the Annual Meeting,
it is intended that the proxies in the  accompanying  form, will be voted as the
persons named therein may determine, in their discretion.

     On May 4,  2004,  the  Company  received  a  request,  from Mr.  Benito  R.
Fernandez,  a current  director  of the Company  and the  President  of Horizons
Investors Corp.  ("Horizons"),  the holder, as at May 25, 2004, of approximately
34.1% of the  outstanding  common stock of the Company,  to be provided  with "a
current list of the names and addresses of all stockholders and their respective
number of shares in" the  Company.  Thereafter,  by letters,  each dated May 21,
2004,  Mr.  Fernandez  (purportedly  on behalf of himself,  as a director of the
Company,  and on behalf of Horizons,  as a shareholder  of the  Company),  among
other things, (i) advised the Board that he intended to nominate six individuals
for  election  to the Board at the  Annual  Meeting,  which  individuals  do not
include any of the six individuals  recommended herein by the Board for election
as directors of the Company at the Annual  Meeting;  and (ii) demanded  complete
records or lists (in, among other formats, magnetic computer tape) of holders of
the shares of the common stock (the  "Shares") of the Company,  identifying  the
name,  address and phone  number of each such  holder,  and the number of Shares
registered in the name of each such holder,  the identity and share positions of
beneficial  (or  "street  name")  holders  of  Shares  (including  non-objecting
beneficial owners),  and the number and identity of the actual beneficial owners
of  Shares,  in each  case  as of the  most  recent  date  available  and in the
Company's  possession or control, or in the possession of its transfer agent, or
which can  reasonably  be obtained  from  nominees  of any  central  certificate
depository system,  together with any such information which modifies or updates
any of the foregoing and that is from time to time, in the Company's  possession
or control,  or in the possession of its transfer agent, or which can reasonably
be obtained from nominees of any central certificate depository system, from the
date of such records or lists to the date of the Annual  Meeting.  The Company's
ultimate  response  to Mr.  Fernandez's  letters,  with  respect to the  request
described in item (ii) above, was to inform Mr. Fernandez that the Company would
provide  such  information  to him, as and when such  information  came into its
possession,  notwithstanding  the  Company's  belief that such request is not in
compliance with applicable law.

     The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2003, and Quarterly Report on Form 10-Q for the three months ended March 31,
2004, are being mailed to shareholders together with this Proxy Statement.

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.  The Company has  engaged  the firm of  Georgeson  Shareholder
Communications  Inc., as its proxy solicitor,  at a fee estimated to be $15,000,
plus  reimbursement  of out-of-pocket  expenses.  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 Capital Stock
held of record by such  persons,  and the Company  will  reimburse  them for the
reasonable out-of-pocket expenses incurred by them in connection therewith.

     Each  holder  of the  Company's  Voting  Shares  who does not  expect to be
present  at the  Annual  Meeting or who plans to attend but who does not wish to
vote in  person,  is urged to  complete,  date and sign the  enclosed  Proxy and
return it promptly in the enclosed return and envelope.


                                       23


Shareholder Proposals

     If any  shareholder  of the  Company  intends  to  present a  proposal  for
consideration  at the next Annual  Meeting of  Shareholders  and desires to have
such proposal  included in the Proxy Statement and form of Proxy  distributed by
the Board with respect to such  meeting,  such  proposal must be received at the
Company's principal executive offices,  100 Quentin Roosevelt  Boulevard,  Suite
508, Garden City, New York 11530,  Attention:  General Counsel, by no later than
December 15, 2004.


                                     By Order of the Executive Committee


                                     By: /s/Christopher G. Payan
                                        ------------------------------
                                         Christopher G. Payan,
                                         Secretary


May 24, 2004








                                       24


                                                                         Annex A

                              Emerging Vision, Inc.
                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS

I.   PURPOSE

     The primary  function of the Audit  Committee is to represent  the Board of
Directors in fulfilling its oversight responsibilities by:

     1. Reviewing the financial reports and other financial related  information
released by the Company to the public or, in certain circumstances, governmental
bodies;

     2. Reviewing the Company's system of internal controls  regarding  finance,
accounting, business conduct and ethics and legal compliance that management and
the Board have established;

     3. Reviewing the Company's accounting and financial reporting processes;

     4.  Reviewing  and  appraising  with  management  the  performance  of  the
Company's independent auditors; and

     5.  Providing  an open  avenue of  communication  between  the  independent
auditors and the Board of Directors.


II.  COMPOSITION

     On or before June 14, 2001, the Audit Committee shall be comprised of three
independent  directors.  Whether a director is "independent" shall be determined
in  accordance  with the  requirements  of The  Nasdaq  Stock  Market or, if the
Company's  Common Stock is listed on a different  exchange,  the requirements of
such exchange.

     The members of the Committee  shall be elected or  reappointed by the Board
annually  for a one year term.  The Board  shall  appoint a  Chairperson  of the
Committee.


III. MEETINGS

     The  Committee  will meet at least two times  annually  and be available to
meet more frequently as circumstances  dictate.  Scheduled meetings of the Audit
Committee  are:  (a) to review and approve  the scope of the annual  audit to be
performed by the Company's independent  auditors;  and (b) to review and discuss
the results of the audit and the Company's Annual Reports on Form 10-K, prior to
its  filing.  In  addition,  the  Committee  Chairperson  should  meet  with the
independent auditors and senior management  periodically to review the Company's
financial statements,  Quarterly Report: on Form 10-Q and other relevant interim
reports  before  release  and/or  filing.  Incidental to any of these  regularly
scheduled meetings, the Committee should meet, if necessary, with management and
the independent  auditors in separate  executive sessions to discuss any matters
that  the  Committee  and each of  these  groups  believe  should  be  discussed
privately.


IV.  RESPONSIBILITIES AND DUTIES

     To fulfill its responsibilities and duties, the Audit Committee shall:

     Documents/Reports Review

     1. Review and update  this  charter  periodically,  at least  annually,  as
conditions dictate.

     2. Review the Company's annual  financial  statements and other reports and
financial and related  information  submitted to any government  body, or to the
public,  including any certification,  report, opinion or review rendered by the
Company's independent auditors.

                                       1


     3. Review with  financial  management  and the  independent  auditors  each
quarterly earnings release and Form 10-Q prior to its filing. The Chairperson of
the Committee may represent the entire Committee for purposes of this review.


     Independent Auditors

     4. Review with  management  and  recommend  to the Board of  Directors  the
selection   of  the   independent   auditors,   considering   independence   and
effectiveness  and  approve  the fees and other  compensation  to be paid to the
independent  auditors. On an annual basis, the Committee will review and discuss
with the auditors all significant  relationships  (including  non-audit services
proposed or  performed)  the  auditors  have with the Company to  determine  the
auditors' independence.

     5. Review the  performance  of the  independent  auditors,  and approve any
proposed discharge of the independent auditors as circumstances warrant.

     6. Annually  consult with the  independent  auditors out of the presence of
management  about  internal  controls  and  the  fullness  and  accuracy  of the
Company's financial statements.


     Financial Reporting Process

     7. Review  with the  Company's  independent  auditors  the  recommendations
included in their  management  letter,  if any, and their informal  observations
regarding  the adequacy of overall  financial and  accounting  procedures of the
Company, on the basis of this review, make  recommendations to senior management
for any changes that seem appropriate.

     8. In consultation with the independent  auditors,  review the integrity of
the Company's financial reporting process, both internal and external.

     9. Review and  consider  the  independent  auditors'  judgements  about the
appropriateness  of  the  Company's  accounting  principles  as  applied  in its
financial reporting.

     10. Consider and approve,  if  appropriate,  major changes to the Company's
auditing  and  accounting  principles  and  practices,  all as  suggested by the
independent auditors or by management.


     Process Improvement:

     11.  Establish  regular  reporting to the Audit Committee by management and
the independent  auditors  regarding any significant  judgements  made, or to be
made, in  management's  preparation of the financial  statements and the view of
each as to the appropriateness of such judgements.

     12.  Following  completion  of the annual  audit,  review  separately  with
management and the independent auditors any significant difficulties encountered
during the course of the audit,  including any restrictions on the scope of work
or access to required information.

                                       2


     13.  Review  any  significant   disagreement   among   management  and  the
independent  auditors  in  connection  with  the  preparation  of the  financial
statements.

     14. Review with the independent auditors and management the extent to which
changes or improvements in financial or accounting practices, as approved by the
Audit Committee,  have been implemented.  (This review should be conducted at an
appropriate time subsequent to the implementation of changes or improvements, as
decided by the Committee.)


     Ethical and Legal Compliance

     15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this code.

     16. Review  management's  monitoring of the Company's  compliance  with its
Code of Ethical Conduct, and ensure that management has the proper review system
in place to ensure that the Company's  financial  statements,  reports and other
financial  information  disseminated  to governmental  organizations  and to the
public satisfy legal requirements.

     17. Review, with the Company's counsel, legal compliance matters, including
corporate securities trading policies.

     18. Review, with the Company's counsel,  any legal matter that could have a
significant impact on the Company's financial statements.

     19.  Perform  any  other  activities  consistent  with  this  Charter,  the
Company's  By-laws  and  governing  law,  as the  Committee  or the Board  deems
necessary or appropriate.


     Minutes of Meetings

     20.  The  Audit  Committee  shall  prepare  the  minutes  of each  Meeting,
distribute  copies to all members of the Audit  Committee  and provide  periodic
summary  reports to the Board of Directors.  The  permanent  file of the Minutes
will be maintained by the Secretary of the Company.







                                       3


PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                            OF EMERGING VISION, INC.

             ANNUAL MEETING OF SHAREHOLDERS: TUESDAY, JUNE 22, 2004


     The  undersigned   shareholder  of  Emerging  Vision,   Inc.,  a  New  York
corporation  (the "Company"),  hereby appoints Mr.  Christopher G. Payan and Mr.
Samuel Z.  Herskowitz,  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 Greenberg  Traurig,  LLP, 885 Third  Avenue,  21st Floor,  New
York, New York 10022, at 11:00 a.m. (local time), on Tuesday,  June 22, 2004, 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" each of the  nominees  listed in Proposal  No. 1. The proxies are
authorized to vote as they may determine,  in their discretion,  upon such other
business as may properly come before the Meeting.







                              FOLD AND DETACH HERE











The Board of Directors recommends a vote "FOR" Item 1.



ITEM 1 - ELECTION OF CLASS I (FOR A TERM EXPIRING IN 2005) AND CLASS II (FOR A
         TERM EXPIRING IN 2006) DIRECTORS:


[ ] FOR all nominees listed below (except as marked to the contrary as
instructed below).

[ ] WITHOLD AUTHORITY to vote for all nominees listed below.

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list below.)


                           ALAN COHEN (Class I Director)

                           HARVEY ROSS (Class I Director)

                           SEYMOUR G. SIEGEL (Class I Director)

                           ROBERT COHEN (Class II Director)

                           JOEL L. GOLD (Class II Director)

                           CHRISTOPHER G. PAYAN (Class II Director)



The proxies are authorized to vote as they may determine, in their discretion,
upon such other business as may properly come before the Meeting.



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