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								October 14, 2004

Barry Buchholtz
Chief Executive Officer
Spy Optic, Inc.
2070 Las Palmas Drive
Carlsbad, CA 92009

	Re:	Spy Optic, Inc.
		Registration Statement on Form S-1 filed September 15, 2004
		File No. 333-119024

Dear Mr. Buchholtz:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

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

Form S-1
1. Please confirm that any preliminary prospectus you circulate will
include all non-Rule 430A information.  This includes the price range
and related information based on a bona fide estimate of the public
offering price within that range, and other information that was left
blank throughout the document.  Also note that we may have additional
comments after you file this information.

Artwork
2. Since the type color is the same as the background in the back
inside cover page graphic, we cannot read the entire narrative.  Also
note that graphics are more appropriately used to depict products, as
you have done in the front inside cover pages, rather than to contain
lengthy narrative text, as you have done in the back inside cover
page.  Please revise, and we may have further comments.  Also, if you
list the names of athletes in the graphics, expand to briefly
describe their business relationships with you.
3. We note that in your graphic you contrast your process with "other
sunglass brands who shoot out their frames hundreds at a time on
conveyor belts in China."  If you retain this statement,
supplementally support it with regard to your major competitors in
the action sports market.  We may have further comments.

Prospectus Summary - Page 1

	Our Company - Page 1
4. Please tell us what criteria you used in determining which
retailers are considered "key" and tell us whether you named all
customers that satisfy those criteria.
5. Please expand on how not placing your products in discount stores
or general sporting goods retail chains differentiates the company
from its competitors.  For example, is it customary for your major
competitors in the high-end action sports market to sell their
products in discount stores?
6. Please provide supplemental independent support for your statement
that the company sponsors some of the "world`s best male and female"
action sports athletes.  Similarly, substantiate your statement that
high performance eyewear is an "integral feature" of participation in
action sports and youth lifestyle markets.  Also, provide
supplemental support for your statement, on page 2, that the company
has a "reputation for premium quality, innovation and technical
leadership."  Please apply this comment throughout the prospectus
where applicable.
7. Please balance the net sales figures in the third paragraph with
net income/loss amounts for the periods listed.

Our Target Market - Page 1
8. Please provide supplemental support for the U.S. Census Bureau and
all other industry and market data cited throughout the filing.
Also, it appears that your target market is not the entire Generation
Y demographic, but rather a niche market of individuals within that
age group who purchase high-end glasses and/or goggles and engage in
or identify with the action sports market.  Please revise to clarify.
9. Explain what you mean by "direct and indirect purchasing power."
10. Supplementally support the statement that participation in
traditional team sports has declined while participation in action
sports has grown.

Relationship with No Fear, Inc. - Page 3
11. We note that No Fear purchases product from you.  Expand to
explain that No Fear sells the product in its retail outlets, if
true.

Risk Factors - Page 7

	Our business could be harmed if we fail to maintain property
inventory levels - Page 9
12. Please illustrate the risk of failing to maintain proper
inventory levels by using an example, if applicable, from recent
fiscal years.  For example, how did inventory levels in excess of
customer demand affect the company`s operating results?

Our manufacturers must be able to continue to procure raw
materials... - Page 10
13. Please revise this risk factor to present the risk in more
concrete terms.  For instance, where material, illustrate by
quantifying the length of past delays in deliveries and whether any
deliveries were missed.  In addition, to the extent that you
experienced cancelled orders as a result of these delays, please
discuss and quantify, where material, the cancelled orders.

We face business, political, operational, financial and economic
risks... - Page 11
14. Reconcile the percentages here with those on page F-24 in the
financial statement footnotes.
15. Disclose which countries account for most of the sales "in the
rest of the world."

If we fail to secure or protect our intellectual property rights...-
Page 12
16. This risk factor is described in very general terms and could
apply to any company in many industries.  Please revise to describe
how these factors impact your operations specifically.  To the extent
that you have been impacted by the cost of prior litigation, please
quantify.  Please apply this comment to your next risk factor
regarding potential claims by third parties for alleged infringements
of proprietary rights.
17. You disclose that the laws of some foreign countries may provide
lesser or different protections of intellectual property rights than
the United States.  To the extent known, please revise to disclose
whether the company does business in any of these countries and
quantify the costs associated with protecting the company`s
intellectual property rights.

We may not address successfully problems encountered in connection
with any future acquisitions... - Page 14
18. Please revise to disclose whether the company currently is in
negotiations for an acquisition.

Our eyewear products may subject us to product liability claims...-
Page 15
19. Please revise to disclose if the company is presently involved in
any product liability claims.

Use of Proceeds - Page 18
20. Supplementally confirm that no proceeds from this offering will
be paid to affiliates.

Dilution - Page 20
21. We note your disclosure in the last paragraph in this section
that the exercise of outstanding options will cause new investors to
suffer additional dilution.  We also note on page F-18 that the
exercise prices of your outstanding options are significantly below
the initial offering price.  Please disclose the additional dilution
in pro forma net tangible book value per share to new investors
assuming all options are exercised.  We may have further comments
when you complete the blanks in the disclosure.

Management`s Discussion and Analysis - Page 23
22. Consider revising the Overview section to provide a more specific
discussion of the most important matters on which the company`s
executives focus in evaluating the company`s financial condition and
operating performance.  For example, consider discussing economic or
industry-wide factors relevant to the company.  For guidance, please
refer to SEC Release Number 33-8350.
23. If material, when citing more than one factor in explaining a
change in a financial statement line item, the amounts of the
individual factors cited, including offsetting factors, should be
separately quantified unless it is impractical to do so.  For
example, you discuss that sales and marketing expense for the six
months ended June 30, 2004, increased from the six months ended June
30, 2003, due to increased sales compensation and commission expense,
payments to athletes, and point of purchase display expenses.  What
portion of the increased expense is due to each factor?  Please apply
this comment throughout your Management`s Discussion and Analysis.
24. In note 14 to the Notes to Consolidated Financial Statements,
under "Credit Risk" on page F-23, you state that the company grants
unsecured credit to its customers.  Please quantify this amount and
discuss any risks associated with this policy.

Comparison of the Six Months Ended June 30, 2004 and 2003 - Page 25

	Net Sales - Page 25
25. In general, MD&A should identify and quantify factors responsible
for changes in financial statement items and explain why those
changes occurred. You should describe any known trends or
uncertainties that have had or that are expected to have a material
impact on net sales or revenues.  You reference "an increase in sales
to new and existing accounts" but you do not tell investors what
factors lead to that increase.  Please apply this comment throughout
MD&A for all periods.
26. As a related matter, we note that net sales in the United States
represented 81% and 80% of total net sales for the six months ended
June 30, 2004 and 2003, respectively.  Reconcile this to your
disclosure in Note 15, which indicates that U.S. net sales were 89%
and 92% of total net sales for the six months ended June 30, 2004 and
2003.   This applies to all periods presented.
27. Supplementally clarify the last sentence of this paragraph: "At
June 30, 2004 we had a backlog of approximately $4.0 million due
primarily to the pre-booking of orders of our goggle products."
Please define "pre-booking."

Comparison of the Years Ended December 31, 2003 and 2002 - Page 27

	Net Sales - Page 27
28. You cite the introduction of new styles, expanded domestic
distribution and a successful launch of the international Dealer
Direct Program but you do not quantify each factor.  Additionally,
you refer to a decrease in international sales but you do not
identify or quantify any underlying factors.  You should specifically
identify the factors responsible for the decrease in international
sales, as an investor would expect an increase in international sales
after reading the sentence "the increase in net sales was the result
of...a successful launch of our international Dealer Direct Program."

Quarterly Results of Operations - Page 30

Net Sales - Page 31
29. You disclose that the company sells more of its sunglass products
in the first two quarters of the fiscal year and a majority of its
goggle products in the last two quarters of the fiscal year.  Please
describe in more detail the effect of this significant fluctuation in
net sales from quarter to quarter on the company`s operations.
30. You disclose that the company expects total operating expenses to
increase in absolute dollars in future periods, but you expect that
as a percentage of net sales they will decrease depending on the
level of net sales achieved.  You also discuss that you expect net
sales to fluctuate from quarter to quarter.  Please revise to discuss
the company`s expectation that net sales will increase, or otherwise
provide a basis for your assessment that operating expenses will
decrease as a percentage of net sales.

Credit Facilities - Page 35
31. We note your disclosure that you believe the company has
sufficient cash to meet its financing and operating requirements for
at least the next twelve months.  Please expand to discuss the
company`s liquidity on a long-term basis as well.  For example, does
the company believe it has sufficient cash to continue to meet its
financing and operating requirements beyond one year?  Please refer
to Instructions to Item 303(a)(1) of Regulation S-K.

Business - Page 37

	Overview - Page 37
32.  Please expand your discussion to describe briefly the general
development of your business during the past five years.  Refer to
Item 101(a) of Regulation S-K.
33. Please include the disclosure required by Item 101(c)(1)(iii) of
Regulation S-K relating to the company`s sources and availability of
raw materials.
34. Supplementally advise whether American Sports Data has consented
to being named and the inclusion of its data in the prospectus.

Operating Strategy - Page 38
35. Please provide supplemental support for your "reputation for
premium quality," "technical leadership," and "leadership position."
Apply this comment throughout the prospectus to statements asserting
reputation or leadership position in your industry.  For example, in
the first paragraph on page 44, you state that the company is a
"leading brand" in the action sports and youth lifestyle markets.

Domestic Sales and Distribution - Page 41
36. We note your disclosure that the company has developed "long-term
relationships" with key retailers.  Please revise to disclose whether
these relationships are pursuant to an agreement.  If they are non-
binding, informal arrangements, so state.

Promotion and Advertising - Page 43
37. We note your disclosure that "major trade magazines publish
special product reports" in conjunction with trade shows and that the
company takes advantage of this by strategically timing its product
releases to coincide with these shows.  Please revise this paragraph
to disclose whether the company or its products has ever been the
subject of one of these reports.

Customers - Page 46
38. Reconcile the percentages here with the disclosure on page F-24.

Competition - Page 47
39. Please revise to indicate your relative position in the markets
you describe.  Furthermore, provide more balanced disclosure by
describing the negative factors of your competitive position.  See
Item 101(c)(1)(x) of Regulation S-K.

Related Party Transactions - Page 57
40. Identify the stockholders who are personally guaranteeing the
promissory note.

Principal and Selling Stockholders - Page 59
41. Please identify, by footnote to the beneficial ownership table or
otherwise, as appropriate, the natural persons with voting and/or
investment control over the shares held by No Fear and R.J. Peters &
Company LLC.

Shares Eligible for Future Sale -Page 65

Lock-Up Agreements - Page 65
42. Please revise to identify with more precision the "certain"
stockholders who have agreed to the lockup agreements.

Underwriting - Page 67
43.  Supplementally inform us of the status of your application for
listing on the NASDAQ National Market.

Index to Consolidated Financial Statements - Page F-1

Consolidated Statements of Operations - Page F-4
44. We note from your related party transactions on page 58, that
your Chief Executive Officer received no salary for his services.  If
material, clarify in the footnotes whether unpaid salaries have been
accrued and expensed as earned in the financial statements.  If an
officer is contributing his time, it appears that the contributed
services (compensation expense) should be valued and recorded.  For
reference see SAB Topic 1B.
Notes to Consolidated Financial Statements - Page F-8

Note1. Organization and Significant Accounting Policies - Page F-8

Revenue Recognition - Page F-9
45. We note on page 11 and throughout the filing that you use utilize
a network of non-exclusive independent sales representatives.    Tell
us how you recognize revenue under these agreements.   You should
separately address sales made under the traditional distribution
model and those under the Hybrid Deal Direct program as described on
page 42.  Expand your revenue recognition policy disclosure with
regard to these sales to address the accounting for price protection,
allow