SecProbe.io

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

Mail Stop 0306

April 11, 2005

Via Facsimile and U.S. Mail

Mr. Michael Prince
Chief Executive Officer
Signature Eyewear, Inc.
498 North Oak Street
Inglewood, California  90302

	Re:	Signature Eyewear, Inc.
		Form 10-K for the year ended October 31, 2004
Form 10-Q for the period ended January 31, 2005
      File No. 000-23001

Dear Mr. Prince:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
in future filings 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
.

Form 10-K for the fiscal year ended October 31, 2004

Financial Statements

Notes to Financial Statements - Page 34

Note 2.  Summary of Significant Accounting Policies - Page 34

Revenue Recognition - Page 35

1. Tell us supplementally and revise future filings to address the
following related to your revenue recognition policies:
a. Describe any significant terms of your arrangements with
distributors, including installation obligations, acceptance
criteria, unusual pricing or payment terms. Your response and
disclosure should clarify why it is appropriate to recognize
revenue
upon shipment.  To the extent necessary for an understanding of
your
accounting for these items, please cite the accounting literature
you
relied upon.
b. We note that you had sales returns of approximately $5.1
million,
$6.7 million, and $9.3 million for the years ended October 31,
2004,
2003, and 2002, respectively. However, we note from your Schedule
II
that you did not charge any amounts to your reserves for customer
returns for 2004 or 2003, and you charged only $2.0 million to
your
reserves for customer returns in 2002.  Tell us when you record
charges for the reserve for customer returns and how you record
these
charges.  Tell us why there are no amounts showing as charges to
the
reserve for 2004 and 2003 despite the fact that you had sales
returns
of approximately $5.1 million and $6.7 million in those years,
respectively.
c. Noting the significant changes in your customer return reserves
that have occurred for each reporting period presented, please
supplementally tell us why you believe that you can reasonably
estimate your sales return allowance under paragraph 6-8 of SFAS
48.

Inventory - Page 35

2. We note your disclosure that you applied your lower of cost or
market policy for your inventory in your subledger during the year
ended October 31, 2004 and as a result you did not have an
inventory
reserve as of October 31, 2004.  Supplementally confirm to us and
clarify in future filings that you have recorded your inventory
for
all reporting periods presented at net realizable value.

Note 5.  Extinguishment of Debt - Page 41

3. We note that you recognized an extraordinary gain of $4,098,687
for the year ended October 31, 2003 relating to your
extinguishment
of debt.  Revise future filings to separately present this gain
within your statement of operations as a component of non-
operating
income in accordance with paragraph 10 of SFAS 145.

Note 6.  Commitments and Contingencies - Page 42

4. We note that you sold your inventory and trademark to Dakota
Smith
eyewear during fiscal 2003 and recognized a gain of approximately
$469,000.   We also note that you entered into an exclusive
license
agreement with Dakota to use the trademark sold as well as you
repurchased the inventory previously sold.  Tell us supplementally
and revise future filings to describe your accounting treatment
for
the sale-leaseback of your license agreement as well as the
accounting for the sale and subsequent repurchase of the
inventory.
Cite the accounting literature upon which you relied.

Note 13.  Fourth Quarter Adjustments - Page 51

5. We note your disclosure that you decreased your inventory
reserve
by $487,278 to adjust the net realizable value of slow moving
inventory items to an estimated closeout value of $3 per frame.
Based on your disclosure, it appears that this adjustment reduced
the
inventory reserve, and therefore had the effect of increasing the
inventory value recorded in your financial statements.  Pursuant
to
SAB Topic 5.BB, inventory charges are permanent reductions to
inventory cost. Accordingly, reductions to the reserve should not
generally occur before the effected inventory is disposed.   Tell
us
how your policies comply with SAB Topic 5.BB and revise future
filings to address our comment.

Item 9A.  Controls and Procedures - Page 55

6. We note your statement that your Chief Executive Officer and
Chief
Financial Officer believe that your existing disclosure controls
and
procedures reasonably ensure that information required by the
Company
in this annual report have been made known to them in a timely
manner.  It does not appear that your certifying officers have
concluded that your disclosure controls and procedures are
effective.
Revise future filings to address your officers` conclusions
regarding
the effectiveness of your disclosure controls and procedures.
Refer
to Rule 13a-15 of the Exchange Act and Item 307 of Regulation S-K.

7. Further to the above, please note that the definition of
disclosure controls and procedures is included in Rule 13a-15(e)
of
the Exchange Act.  If you elect to include any language following
your conclusion, please ensure that the language is fully
consistent
with the definition of "disclosure controls and procedures" set
forth
in Rule 13a-15(e) of the Exchange Act.

      *    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  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 reviewed by the staff to
be
certain 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 Tara Harkins, Staff Accountant, at (202)
824-
5496, Kevin Vaughn, Staff Accountant at (202) 824-5387 or me at
202-
942-7903 if you have questions regarding these comments.

							Sincerely,

							Michele Gohlke
							Branch Chief

??

??

??

??

Mr. Michael Prince
Signature Eyewear, Inc.
April 11, 2005
Page 1

</TEXT>
</DOCUMENT>