SecProbe.io

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Mail Stop 6010

      August 5, 2005

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 Quarter Ended January 31, 2005
      File No. 000-23001

Dear Mr. Prince:

      We have reviewed your response letter dated July 20, 2005
and
have the following additional comments.  Where indicated, we think
you should revise your documents 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.

      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 6.  Commitments and Contingencies, page 45

1. We note your response to our prior comment 1.  It appears that
you
have concluded the error was not material to the 2003 loss from
operations.  Please provide us with a comprehensive qualitative
and
quantitative analysis of the materiality of the error based on the
guidance in SAB 99.  Provide the analysis of the materiality for
each
of fiscal years 2003, 2004 and fiscal year to date 2005 assuming
the
transaction had been recorded correctly.  The quantitative
analysis
should address not only operating income (loss), but also net
income
(loss), earnings (loss) per share and any other relevant measures.
Your analysis should address the factors outlined in SAB 99.

Note 13.  Fourth Quarter Adjustments, page 51

2. We note your response to our prior comment 3.  We refer you to
Statement 5 in Chapter 4 of ARB 43, which states that "[a]
departure
from the cost basis of pricing the inventory is required when the
utility of the goods is no longer as great as its cost.  Where
there
is evidence that the utility of goods, in their disposal in the
ordinary course of business, will be less than cost, whether due
to
physical obsolescence, changes in price levels, or other causes,
the
difference should be recognized as a loss of the current period.
This is generally accomplished by stating such goods at a lower
level
commonly designated as market."  Therefore, in recording your
initial
obsolescence charge, you reduced the inventory to the lower of
cost
or market.  Subsequently, due to a change in the facts and
circumstances relating to the reserve, you marked the inventory
back
up to $3 per frame.  Notwithstanding the guidance in APB 20, SAB
Topic 5BB states that "the staff believes that a write-down of
inventory to the lower of cost or market at the close of a fiscal
period creates a new cost basis that subsequently cannot be marked
up
based on changes in underlying facts and circumstances."  Since
your
inventory was originally written down to the lower of cost or
market,
we believe that you are fully within the scope of SAB Topic 5BB
and
since the change is due to a change in the underlying facts and
circumstances, we do not believe it is appropriate to mark up the
inventory.  Please restate your financial statements to comply
with
SAB Topic 5BB.  Otherwise, if you believe an amendment to your
Form
10-K is not required due to the amounts not being material,
provide
us with a comprehensive qualitative and quantitative analysis of
the
materiality of the errors based on the guidance in SAB 99.  Your
analysis should address whether or not the prior period errors are
material for restatement in prior periods.  Include a separate
analysis to address whether or not the correction of prior period
errors in the current period is material to the current period.
      *    *    *    *

      As appropriate, please amend your October 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
that keys your responses to our comments and provides any
requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

      	 You may contact Tara Harkins, Staff Accountant, at
(202)
551-3639, Kevin Vaughn, Staff Accountant at (202) 551-3643 or me
at
(202) 551-3327 if you have questions regarding these comments.

      							Sincerely,

								Michele Gohlke
								Branch Chief

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Mr. Michael Prince
Signature Eyewear, Inc.
August 5, 2005
Page 1

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