SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      December 15, 2005

Mr. D. Scott Olivet
Chief Executive Officer
Oakley, Inc.
One Icon
Foothill Ranch, CA 92610

      Re:	Oakley, Inc.
Form 10-K for the Year Ended December 31, 2004
Forms 10-Q for the Quarters Ended March 31, 2005, June 30, 2005
and
September 30, 2005
		File No. 001-13848

Dear Mr. Olivet:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your December 31, 2004
Form 10-K in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

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

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

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 17

GAAP and Non-GAAP Financial Measures, page 36

1. We note your disclosure of a non-GAAP financial measure.  You
state that this measure allows management and investors to
evaluate
and compare your operating results in a more meaningful and
consistent manner.  Please address the following:

* Please expand your disclosure to discuss in greater detail the
reasons why management believes that presentation of the non-GAAP
financial measure provides useful information to investors
regarding
the registrant`s financial condition and results of operations.
Explain why this measure is "more consistent."  If you believe
there
is significant variability in your discounts and returns, please
tell
us why you believe it is appropriate to base your provision for
sales
returns and claims on historical experience as disclosed on page
18.

* To the extent material, disclose the additional purposes, if
any,
for which management uses the non-GAAP financial measure.  For
example, disclose if gross sales are used in determining
commissions
or bonuses.

* Tell us and revise the filing to explain why you believe the
non-
GAAP measure is "more meaningful" than the GAAP measure.

Consolidated Financial Statements

General

2. We note on page 17 of your proxy statement filed April 22, 2005
that you have engaged in various related party transactions during
2004, including transactions with your Chief Executive Officer.
Please revise the notes to your consolidated financial statements
and
Management`s Discussion and Analysis in future filings to disclose
significant related party transactions in accordance with SFAS 57.

Note 1. Significant Accounting Policies and Description of
Business,
page 52

Reclassifications, page 59

3. We note that you have retroactively reclassified certain
shipping
and handling fees charged to customers from cost of sales to net
sales, and that you have retroactively reclassified freight costs
from shipping and warehousing expenses to cost of goods sold.  You
refer to this as a change in your accounting policy.  However, it
appears that this change in accounting was made in order to comply
with EITF 00-10, which was applicable upon your adoption of SAB
101
on January 1, 2000.  Based on your disclosure, it appears that
this
was a correction of an error in previously issued financial
statements.  Please revise future filings to clarify that the
change
was a correction of an error, or tell us why you believe that the
change would qualify as a change in accounting principle based on
the
guidance of paragraphs 7-9 of APB 20.

Note 8. Commitments and Contingencies, page 68

Indemnities, Commitments and Guarantees, page 69

4. We note that you have outstanding certain indemnities,
commitments
and guarantees.  Please revise your future filings to disclose,
when
possible, the maximum potential amount of future payments under
your
guarantees.  Disclose the aggregate amount of standby letters of
credit outstanding.  Refer to paragraph 13 of FIN 45.

Exhibit 32.1

5. Your certifications pursuant to Section 906 of the Sarbanes-
Oxley
Act of 2002 refer to Annual Report on Form 10-K for the annual
period
ending December 31, 2003.  Please file an amendment to correct the
certification to refer to the correct period to which the report
relates.  The amendment should include the entire document to
which
this certification applies in accordance with Rule 12b-15 of the
Exchange Act.

Form 10-Q for the Quarter Ended September 30, 2005

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies, page 15

Revenue Recognition, page 15

6. We note your disclosure that you record a provision for sales,
returns, pricing allowances and other claims based on historical
experience.  Please tell us and revise future filings to describe
the
nature of the pricing allowances you offer.  We note that you have
not previously disclosed pricing allowances.  Discuss when you
began
to offer these pricing allowances.
7. We note that you sell eyewear components to a third party, and
then repurchase a finished product from the third party which
includes the original eyewear components retrofitted with some
type
of electronic technology.  You state that you eliminate the
original
eyewear component sales transaction to the extent you purchase or
plan to purchase such electronics finished goods from the same
third
party.  Please describe to us in greater detail the nature of
these
arrangements, including discussing whether these are nonmonetary
transactions.  Discuss the accounting literature that you follow
in
accounting for these transactions.

Contractual Obligations and Commitments, page 31

8. We note that you entered into a Reciprocal Exclusive Dealing
Agreement with Gentex Optics in March 2005, and that agreement was
filed as Exhibit 10.1 to the June 30, 2005 Form 10-Q and that you
are
required to purchase a minimum purchase amount each year during
the
term of the agreement.  Tell us and revise you future filings to
disclose in the table of contractual obligations the minimum
amounts
to be purchased.

      As appropriate, please amend your December 31, 2004 Form 10-
K
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  Please furnish a cover
letter
with your response that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

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

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

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

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

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

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

      You may contact Tom Dyer, Staff Accountant, at (202) 551-
3641
or me at (202) 551-3643 if you have questions.  In this regard, do
not hesitate to call Michele Gohlke, Branch Chief, at (202) 551-
3327.

      Sincerely,

      Kevin Vaughn
      Reviewing Accountant
??

??

??

??

Mr. D. Scott Olivet
Oakley, Inc.
December 15, 2005
Page 1

</TEXT>
</DOCUMENT>