SecProbe.io

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                                SIGNATURE EYEWEAR

                                  May 12, 2005

Ms. Michele Gohlke, Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

             Re: Your Letter of April 11, 2005 - File No. 000-23001
                 --------------------------------------------------

Dear Ms. Gohlke:

     We have received your letter providing comments on our Form 10-K for the
year ended October 31, 2004 and on our Form 10-Q for the quarter ended January
31, 2005. We submit the following response to your comments:

Financial Statements - Note 2 - Revenue Recognition
---------------------------------------------------

1.   (a) DISTRIBUTION ARRANGEMENTS. The Company has five distributors in the
     United States. The Company has no written distribution agreements with any
     of its distributors. The Company ships products to its distributors upon
     receipt of orders (generally written, but occasionally orally for small
     orders) and recognizes a sale upon shipment. All sales are final, and the
     Company has no obligation to accept product returns from distributors.
     However, consistent with its return practices generally, the Company will
     accept product for exchange or credit against the customer's account
     receivable. The Company bills its distributors on a monthly basis and
     typically receives payment within 30 days after it sends the statement.

     Sales to domestic distributors accounted for less than 5% of net sales in
     each of the last three fiscal years. Accordingly, the Company does not
     believe these sales (in light of the terms of sales) would require separate
     comment regarding revenue recognition in the notes to the financial
     statements.

     (b) RETURNS. The Company accounts for returns in the following manner.
     Returns are taken directly as a debit to sales and a credit to accounts
     receivable which reduces gross sales to net sales for the period and
     reduces accounts receivable to the then adjusted balance. The Company does
     not refund cash for returns except in highly unusual circumstances.

     These accounting entries do not pass through the reserve account. The
     Company maintains a product return reserve for future estimated returns at
     any point in time, and monitors this reserve against the actual returns
     rate experienced. The amount of the reserve estimates the impact on pre-tax
     earnings from a return, including the reduction in revenue and
     corresponding cost of sales, and a return of the product to inventory.

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Ms. Michele Gohlke
May 12, 2005
Page 2

     (c) RESERVES. Product returns as a percentage of sales have been relatively
     consistent and trending downward during the past five years --22%, 23%,
     22%, 21% and 18% from fiscal 2000 to fiscal 2004. Accordingly, the Company
     believes it can reasonably estimate the sales return allowance. As stated
     under paragraphs 6-8 of SFAS 48, all criteria for recognizing revenue when
     right of return exists were fulfilled and the accounting for any related
     contingencies associated with estimated returns were adequately considered.

     The Company substantially increased the product return reserve as of the
     end of fiscal 2002 because its financial condition had deteriorated to the
     point that, as noted in its 10-Ks, it believed that customers might return
     more products relating to concerns about the Company's viability. Following
     its recapitalization during fiscal 2003, the Company reduced the product
     return reserve because this concern did not materialize. The Company
     further reduced the product return reserve during fiscal 2004 to reflect
     the declining return rate and its belief that the trend will continue in
     fiscal 2005.

Inventory
---------

2.   We confirm to you that we have recorded our inventory for all reporting
     periods at net realizable value, and will clarify this in future filings.

Note 5 - Extinguishment of Debt
-------------------------------

3.   The Company will revise future filings to present this gain from
     extinguishment of debt as a component of non-operating income.

Note 6 - Commitments and Contingencies
--------------------------------------

4.   In the second quarter of 2003, the Company entered into a sale/license-back
     of the Dakota Smith trademark and the sale/repurchase of the Company's
     inventory of Dakota Smith eyewear frames. The Company accounted for this
     transaction by separating it into its constituent parts, the sale/license
     back of the trademark and the sale/buyback of the inventory. The Company
     recognized the gain on the sale of the trademark as extraordinary income as
     a part of the overall recapitalization that the Company completed during
     the second quarter.

     The recapitalization also involved the refinancing of the Company's bank
     debt, the sale of preferred stock, the reconstitution of the Board of
     Directors, the replacement of the Chief Executive Officer, and the
     negotiation of approximately $4 million in extinguishment of debt (a
     majority of which was incurred in connection with the transaction in which
     the Company acquired the Dakota Smith trademark and related assets). At the
     same time, the Company had an accumulated deficit of approximately

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Ms. Michele Gohlke
May 12, 2005
Page 3

     $20 million, and the gain from the sale of the license was considered
     immaterial in the context of the recapitalization. It was also considered
     an integral part of the overall recapitalization that should not be
     separated. Therefore, the gain was recognized during the quarter. The
     inventory was repurchased with a note that was repaid over the following
     year in accordance with its terms.

Note 13 - Fourth Quarter Adjustment
-----------------------------------

5.   Prior to fiscal 2004, the Company's accounting software could not
     automatically compute changes in inventory valuation as inventory was sold.
     This was done manually but could not be completed on a timely basis because
     of the thousands of units sold each month. Because of this, the Company
     maintained, in effect, a general inventory reserve to reflect management's
     best estimate of the net realizable value of the inventory. For fiscal
     2004, the Company modified its accounting software to automate the
     transaction register to recalculate the net realizable value of inventory
     on an item-by-item basis. This enabled the Company to more accurately
     report the value of its inventory. In essence, the Company did not
     eliminate a reserve--it substituted specific reserves for a general
     reserve.

     When the Company implemented this change, it recognized a small loss based
     on a reduction of the carrying value of the inventory in excess of its
     inventory reserve at the time.

     We believe that this adjustment complied with SAB Topic 5.BB because
     general reserves are not permanent reductions to specific inventory costs.
     We understand that because we now determine the inventory reserve on a
     specific item-by-item basis, once the Company establishes a specific
     reserve for a particular item of inventory, such reserve is permanent and
     cannot be reduced if we subsequently determine that the net realizable
     value of the item is higher.

Item 9A - Control and Procedures
--------------------------------

6.   The Company will revise future filings to comply with this comment.

7.   The Company will revise future filings to comply with your comment.

                                      * * *

     Please contact the undersigned with any questions regarding this response.

                                              Very truly yours,

                                              SIGNATURE EYEWEAR, INC.

                                              Michael Prince
                                              Chief Executive Officer
                                              and Chief Financial Officer

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