Form 6-K

Securities and Exchange Commision 
  Washington, D.C. 20549Report of Foreign Issuer
  Pursuant to Rule 13a-16 or 15d-16
  Of The
  Securities Exchange Act of 1934

|For the month of September 2005 | Commision file number 1-12260
|------------------------------- | -----------------------------

DE RIGO S.P.A.
  (Translation of registrant's name in English)

Republic of Italy
  (Jurisdiction of incorporation or organization)

Zona Industriale Villanova
  32013 Longarone (BL)
  Italy
  (Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F X Form 40-F ___


(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes    No X


(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes    No X


(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes    No X

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-.)

---





This Report on Form 6-K contains the unaudited consolidated financial statements of De Rigo S.p.A. (De Rigo or the Company) for the six months ended June 30, 2005 and
2004 (which have been prepared in accordance with generally accepted accounted principles in Italy), and the related notes thereto, including an unaudited reconciliation of net income and shareholders' equity to accounting principles generally
accepted in the United States.







1

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DE RIGO S.p.A. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands of Euro, unless otherwise noted)

|                                                     |  |             |   |  |             |   |  |           |  
|---------------------------------------------------- |  | ----------- | - |  | ----------- | - |  | --------- | -
|                                                     |  |             |   |  |             |   |  | December  |  
|                                                     |  | June 30,    |   |  | June 30,    |   |  | 31,       |  
|                                                     |  | 2005        |   |  | 2004        |   |  | 2004      |  
|                                                     |  | (unaudited) |   |  | (unaudited) |   |  | (audited) |  
|                                                     |  |             |   |  |             |   |  |           |  
|ASSETS                                               |  |             |   |  |             |   |  |           |  
|Current assets:                                      |  |             |   |  |             |   |  |           |  
|Cash and cash equivalents                            |  | 24,497      |   |  | 30,488      |   |  | 27,146    |  
|Accounts receivable trade, net of allowances for     |  |             |   |  |             |   |  |           |  
|doubtful accounts of € 8,159, € 6,585 and € 7,187 at |  |             |   |  |             |   |  |           |  
|June 30, 2005, June 30, 2004 and December 31,        |  |             |   |  |             |   |  |           |  
|2004 respectively                                    |  | 71,667      |   |  | 76,464      |   |  | 61,271    |  
|Inventories (note 2)                                 |  | 50,460      |   |  | 45,540      |   |  | 51,232    |  
|Deferred income taxes                                |  | 7,542       |   |  | 12,958      |   |  | 5,443     |  
|Prepaid expenses and other current assets            |  | 17,093      |   |  | 12,677      |   |  | 14,391    |  
|                                                     |  |             |   |  |             |   |  |           |  
|Total current assets                                 |  | 171,259     |   |  | 178,127     |   |  | 159,483   |  
|Property, plant and equipment:                       |  |             |   |  |             |   |  |           |  
|Land                                                 |  | 17,289      |   |  | 17,069      |   |  | 16,874    |  
|Buildings                                            |  | 55,605      |   |  | 55,485      |   |  | 54,658    |  
|Machinery and equipment                              |  | 24,771      |   |  | 25,974      |   |  | 24,475    |  
|Office furniture and equipment                       |  | 103,642     |   |  | 89,365      |   |  | 94,955    |  
|Construction in progress                             |  | 107         |   |  | --          |   |  | 19        |  
|                                                     |  |             |   |  |             |   |  |           |  
|                                                     |  | 201,414     |   |  | 187,893     |   |  | 190,981   |  
|Less: accumulated depreciation                       |  | (89,394     | ) |  | (78,261     | ) |  | (82,805   | )
|                                                     |  |             |   |  |             |   |  |           |  
|Property, plant and equipment, net                   |  | 112,020     |   |  | 109,632     |   |  | 108,176   |  
|Goodwill and intangible assets, net                  |  | 95,402      |   |  | 101,407     |   |  | 97,574    |  
|Deferred income taxes                                |  | 11,902      |   |  | 1,241       |   |  | 11,927    |  
|Other non current assets                             |  | 17,602      |   |  | 5,908       |   |  | 17,404    |  
|                                                     |  |             |   |  |             |   |  |           |  
|                                                     |  |             |   |  |             |   |  |           |  
|TOTAL ASSETS                                         |  | 408,185     |   |  | 396,315     |   |  | 394,564   |  
|                                                     |  |             |   |  |             |   |  |           |  



2

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DE RIGO S.p.A. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS
 (In thousands of Euro, unless otherwise noted)

|                                                        |  |             |   |  |             |   |  |           |  
|------------------------------------------------------- |  | ----------- | - |  | ----------- | - |  | --------- | -
|                                                        |  |             |   |  |             |   |  | December  |  
|                                                        |  | June 30,    |   |  | June 30,    |   |  | 31,       |  
|                                                        |  | 2005        |   |  | 2004        |   |  | 2004      |  
|                                                        |  | (unaudited) |   |  | (unaudited) |   |  | (audited) |  
|                                                        |  |             |   |  |             |   |  |           |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    |  |             |   |  |             |   |  |           |  
|Current liabilities:                                    |  |             |   |  |             |   |  |           |  
|Bank borrowings                                         |  | 5,597       |   |  | 13,508      |   |  | 20,410    |  
|Current portion of long-term debt                       |  | 711         |   |  | 117         |   |  | 184       |  
|Accounts payable, trade                                 |  | 72,142      |   |  | 70,900      |   |  | 70,875    |  
|Commissions payable                                     |  | 249         |   |  | 1,079       |   |  | 212       |  
|Income taxes payable                                    |  | 12,678      |   |  | 7,839       |   |  | 4,219     |  
|Deferred income taxes                                   |  | 544         |   |  | 1,122       |   |  | 767       |  
|Accrued expenses and other current liabilities          |  | 32,346      |   |  | 33,666      |   |  | 28,970    |  
|                                                        |  |             |   |  |             |   |  |           |  
|Total current liabilities                               |  | 124,267     |   |  | 128,231     |   |  | 125,637   |  
|                                                        |  |             |   |  |             |   |  |           |  
|Termination indemnities and other employee benefits     |  | 11,119      |   |  | 9,942       |   |  | 10,142    |  
|Deferred income taxes                                   |  | 9,882       |   |  | 8,452       |   |  | 9,835     |  
|Long term debt, less current portion                   |  | 3,852       |   |  | 464         |   |  | 341       |  
|Other non current liabilities                           |  | 5,735       |   |  | 8,017       |   |  | 7,200     |  
|                                                        |  |             |   |  |             |   |  |           |  
|Shareholders' equity:                                   |  |             |   |  |             |   |  |           |  
|Capital stock, € 0.26 par value, 45,800,000, 45,800,000 |  |             |   |  |             |   |  |           |  
|and 45,800,000 authorized; 44,934,976, 44,714,255 and   |  |             |   |  |             |   |  |           |  
|44,934,976 issued; 42,486,776, 44,491,055 and           |  |             |   |  |             |   |  |           |  
|42,486,776 outstanding at June 30, 2005, June 30, 2004  |  |             |   |  |             |   |  |           |  
|and December 31, 2004 respectively                      |  | 11,683      |   |  | 11,626      |   |  | 11,683    |  
|Additional paid-in capital                              |  | 54,599      |   |  | 54,490      |   |  | 54,599    |  
|Retained earnings                                       |  | 185,880     |   |  | 173,736     |   |  | 175,891   |  
|Foreign currency translation adjustments                |  | (3,869      | ) |  | (3,680      | ) |  | (5,801    | )
|Revaluation surplus                                     |  | 5,037       |   |  | 5,037       |   |  | 5,037     |  
|                                                        |  |             |   |  |             |   |  |           |  
|Total shareholders' equity                              |  | 253,330     |   |  | 241,209     |   |  | 241,409   |  
|                                                        |  |             |   |  |             |   |  |           |  
|                                                        |  |             |   |  |             |   |  |           |  
|TOTAL LIABILITIES AND SHAREHOLDERS'                     |  |             |   |  |             |   |  |           |  
|EQUITY                                                  |  | 408,185     |   |  | 396,315     |   |  | 394,564   |  
|                                                        |  |             |   |  |             |   |  |           |  



3

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DE RIGO S.p.A. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME 
(In thousands of Euro, unless otherwise noted)

|                                    |  | For the six months ended June 30, |  
|----------------------------------- |  | --------------------------------- | -
|                                    |  |                                   |  
|                                    |  | 2005                              |  
|                                    |  | (unaudited)                       |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|NET SALES                           |  | 267,524                           |  
|COST OF SALES                       |  | 102,019                           |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|GROSS PROFIT                        |  | 165,505                           |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|COSTS AND EXPENSES                  |  |                                   |  
|Commissions                         |  | 5,934                             |  
|Advertising and promotion expenses  |  | 18,222                            |  
|Other selling expenses              |  | 103,907                           |  
|General and administrative expenses |  | 18,674                            |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|                                    |  | 146,737                           |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|INCOME FROM OPERATIONS              |  | 18,768                            |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|OTHER (INCOME) EXPENSES             |  |                                   |  
|Interest expense                    |  | 348                               |  
|Interest income                     |  | (302                              | )
|Other (income) expenses, net        |  | (67                               | )
|                                    |  |                                   |  
|                                    |  | (21                               | )
|                                    |  |                                   |  
|                                    |  |                                   |  
|INCOME BEFORE INCOME TAXES          |  |                                   |  
|AND MINORITY INTERESTS              |  | 18,789                            |  
|                                    |  |                                   |  
|INCOME TAXES(note 3)                |  | 8,717                             |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|INCOME BEFORE MINORITY              |  |                                   |  
|INTEREST                            |  | 10,072                            |  
|MINORITY INTEREST                   |  | 83                                |  
|                                    |  |                                   |  
|                                    |  |                                   |  
|NET INCOME                          |  | 9,989                             |  
|                                    |  |                                   |  





4

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DE RIGO S.p.A. AND SUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS 
(In thousands of Euro, unless otherwise noted)

|                                                                 |  |                                  |  
|---------------------------------------------------------------- |  | -------------------------------- | -
|                                                                 |  | For the six monthsended June 30, |  
|                                                                 |  |                                  |  
|                                                                 |  | 2005                             |  
|                                                                 |  | (unaudited)                      |  
|                                                                 |  |                                  |  
|Cash flows from operating activities                             |  |                                  |  
|Net income                                                       |  | 9,989                            |  
|Adjustments to reconcile net income to net                       |  |                                  |  
|cash provided by operating activities                            |  |                                  |  
|Depreciation                                                     |  | 7,506                            |  
|Amortization                                                     |  | 4,321                            |  
|Provision for doubtful accounts                                  |  | 1,624                            |  
|Provision for inventory obsolescence                             |  | 4,455                            |  
|Deferred income taxes                                            |  | (2,281                           | )
|Gain on disposal of De Rigo Nederland in 2004                    |  | --                               |  
|Other, non-cash items                                            |  | 194                              |  
|Provision for termination indemnities and pension costs          |  | 3,433                            |  
|Minority interest in income                                      |  | 83                               |  
|Changes in operating assets and liabilities:                     |  |                                  |  
|Accounts receivable                                              |  | (11,823                          | )
|Inventories                                                      |  | (3,174                           | )
|Accounts payable                                                 |  | 1,779                            |  
|Income taxes payable                                             |  | 8,375                            |  
|Value added tax                                                  |  | (737                             | )
|Other - net                                                      |  | 204                              |  
|Payments of termination of indemnities and pension contributions |  | (2,504                           | )
|                                                                 |  |                                  |  
|Net cash provided by operating activities                        |  | 21,444                           |  
|                                                                 |  |                                  |  
|                                                                 |  |                                  |  
|Cash flows from investing activities                             |  |                                  |  
|Net proceeds from sale of De Rigo Nederland in 2004              |  | --                               |  
|Acquisition of minority interests in De Rigo Hellas in 2005      |  | (596                             | )
|Proceeds from disposal of interest in other companies            |  | --                               |  
|Additions to property, plant and equipment                       |  | (7,401                           | )
|Proceeds from disposal of equipment and other assets             |  | 305                              |  
|Additions to intangible assets                                   |  | (1,114                           | )
|                                                                 |  |                                  |  
|Net cash used in investing activities                            |  | (8,806                           | )
|                                                                 |  |                                  |  
|                                                                 |  |                                  |  
|Cash flows from financing activities                             |  |                                  |  
|Net change in short-term borrowings from lines of credit         |  | (15,065                          | )
|Dividends paid by subsidiaries to minority interests             |  | (10                              | )
|Repayment of long-term debt and non-current liabilities          |  | (71                              | )
|Net cash used by financing activities                            |  | (15,146                          | )
|                                                                 |  |                                  |  
|Effect of exchange rate changes on cash                          |  | (141                             | )
|                                                                 |  |                                  |  
|Increase (decrease) in cash and cash equivalents                 |  | (2,649                           | )
|                                                                 |  |                                  |  
|Cash and cash equivalents at beginning of the period             |  | 27,146                           |  
|                                                                 |  |                                  |  
|Cash and cash equivalents at end of the period                   |  | 24,497                           |  
|                                                                 |  |                                  |  
|Supplemental disclosures:                                        |  |                                  |  
|Interest paid                                                    |  | 327                              |  
|                                                                 |  |                                  |  
|                                                                 |  |                                  |  
|Income taxes paid                                                |  | 2,656                            |  
|                                                                 |  |                                  |  





5

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UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of Euro, unless otherwise noted)



|For the six months ended June 30, 2004:
|---------------------------------------
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Balance at December 31, 2004           
|                                       
|Foreign currency translation           
|adjustments                            
|Net income for the six months          
|ended June 30, 2005                    
|                                       
|Balance at June 30, 2005               
|                                       

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
As of and for the six months periods ended June 30, 2005 and 2004

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of De Rigo S.p.A. and its subsidiaries (the Group) as of June 30, 2005 and 2004 and for the related six-month periods then ended have been prepared by
management. However, in the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Groups financial position at those dates, and its results of
operations and cash flows for the interim periods. These financial statements have been prepared on the basis of Italian GAAP and should be read in conjunction with the Groups audited Consolidated Financial Statements for the year ended
December 31, 2004 and the related notes thereto included in De Rigos Annual Report on Form 20-F for the fiscal year ended December 31, 2004, as amended (the Audited Financial Statements). For the convenience of the reader, certain
data relating to the Groups audited Balance Sheet at December 31, 2004 have been included in the accompanying financial statements and in Notes 2 and 4.

Certain amounts in the financial statement as of June 30, 2004 have been reclassified to conform with presentations as of December 31, 2004 and of June 30, 2005.

The Groups results of operations for the six months ended June 30, 2005 and 2004 are not necessarily indicative of its operating results for the full years ending December 31.



6

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2.  INVENTORIES

Inventories consisted of the following at the dates indicated:

|                           | (In thousands of Euro, unless otherwise noted)
|-------------------------- | ----------------------------------------------
|                           |                                               
|                           | June 30,                                      
|                           | 2005                                          
|                           | (unaudited)                                   
|                           |                                               
|Raw materials and supplies | 6,430                                         
|Semi-finished goods        | 5,056                                         
|Finished goods             | 38,974                                        
|                           |                                               
|Total                      | 50,460                                        
|                           |                                               



3. INCOME TAXES

The effective consolidated tax rate for the six months ended June 30, 2005 was 46.4% as compared to a rate of 44.3%, for the six months ended June 30, 2004. The increase in the effective tax rate was primarily attributable
to an increase in the amount of IRAP tax payable on the pre-tax income of the Groups Italian companies.

4.  RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA

The Groups consolidated financial statements have been prepared in accordance with Italian GAAP, which differ in certain respects from accounting principles generally accepted in the United States of America
(U.S. GAAP) ( See note 19 to the Audited Financial Statements).

For supplemental informational purposes, an unaudited  reconciliation of net income and shareholders equity to U.S. GAAP for the six month periods ended June 30, 2005 and 2004 and an audited reconciliation of
shareholders equity at December 31, 2004 follows. To facilitate a comparison with the Audited Financial Statements, the letters shown preceding each adjustment are the same as those used in the Audited Financial Statements.



7

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NET INCOME (In thousands of Euro, unless otherwise noted):

|                                                         |                                                            | for the six months ended June 30, |            
|-------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------- | -----------
|                                                         |                                                            |                                   | (unaudited)
|                                                         |                                                            | 2005                              |            
|Net income as reported per the unaudited consolidated    |                                                            |                                   |            
|statements of income                                     | 9,989                                                      |                                   | 8,458      
|                                                         |                                                            |                                   |            
|Adjustments required for U.S. GAAP                       |                                                            |                                   |            
|Reporting purposes:                                      |                                                            |                                   |            
|(b)                                                      | Elimination of depreciation relating to revaluation        |                                   |            
|                                                         | of certain assets prior to 1992                            | 6                                 |            
|(c)                                                      | Recognize tax effects on reversal of trademark             |                                   |            
|                                                         | revaluation at end of 2001                                 |                                   |            
|                                                         | (ii) recognize deferred tax asset on trademark revaluation | (94                               | )          
|                                                         | (iv) reversal of amortization of trademarks revaluation    | 252                               |            
|(d)                                                      | Reversal of goodwill amortization                          | 3,118                             |            
|(h)                                                      | Deferred charges                                           | 29                                |            
|(o)                                                      | Gain for disposal of De Rigo Nederland                     | --                                |            
|(i)                                                      | Deferred income taxes on (b), (g), and (n) above           | (12                               | )          
|                                                         |                                                            |                                   |            
|Net income in accordance with U.S. GAAP                  | 13,288                                                     |                                   | 15,580     
|                                                         |                                                            |                                   |            
|Earnings per share and per ADS:                          |                                                            |                                   |            
|                                                         |                                                            |                                   |            
|Numerator for basic earnings and diluted earnings per    |                                                            |                                   |            
|share and per ADS:                                       |                                                            |                                   |            
|Net income                                               | 13,288                                                     |                                   | 15,580     
|                                                         |                                                            |                                   |            
|Denominator                                              |                                                            |                                   |            
|Denominator for basic earnings per share and per ADS 
  |                                                            |                                   |            
|weighted average shares and ADS shares                   | 42,486,776                                                 |                                   | 44,491,055 
|Effects of dilutive employee stock options               | --                                                         |                                   | 643,935    
|Denominator for diluted earnings per share and per ADS   |                                                            |                                   |            
| adjusted weighted average shares and ADS               | 42,486,776                                                 |                                   | 45,134,990 
|                                                         |                                                            |                                   |            
|Basic earnings per share and per ADS                     | €. 0.31                                                    |                                   | €. 0.35    
|                                                         |                                                            |                                   |            
|Diluted earnings per share and per ADS                   | €. 0.31                                                    |                                   | €. 0.35    
|                                                         |                                                            |                                   |            
|Dividends per share and per ADS                          | €. ----                                                    |                                   | €. ----    
|`                                                        |                                                            |                                   |            

8

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SHAREHOLDERS EQUITY (In thousands of Euro, unless otherwise noted):

|                                                             |                                                       | June 30,    |         | June 30,    |         | December 31, |  
|------------------------------------------------------------ | ----------------------------------------------------- | ----------- | ------- | ----------- | ------- | ------------ | -
|                                                             |                                                       | 2005        |         | 2004        |         | 2004         |  
|                                                             |                                                       | (unaudited) |         | (unaudited) |         | (audited)    |  
|Balance as reported in the consolidated financial statements | 253,330                                               |             | 241,209 |             | 241,409 |             
|Adjustments required for U.S. GAAP reporting purposes:       |                                                       |             |         |             |         |             
|(a)                                                          | Decrease in retained earnings as a result of the      |             |         |             |         |              |  
|                                                             | charge to income for additional compensation paid     |             |         |             |         |              |  
|                                                             | in 1994 by shareholders to Managing Director          | (9,554      | )       | (9,554      | )       | (9,554       | )
|                                                             | and concurrent increase in additional paid-in         |             |         |             |         |              |  
|                                                             | capital                                               | 9,554       |         | 9,554       |         | 9,554        |  
|(b)                                                          | Elimination of revaluations of certain assets prior   |             |         |             |         |              |  
|                                                             | to 1992, net of accumulated depreciation of € 710,    |             |         |             |         |              |  
|                                                             | € 697, and € 704 in June 2005, June 2004 and          |             |         |             |         |              |  
|                                                             | December 2004, respectively                           | (242        | )       | (255        | )       | (248         | )
|(c)                                                          | Elimination of revaluation of trademarks net of       |             |         |             |         |              |  
|                                                             | accumulated amortization of € 1,764, € 1,260 and      |             |         |             |         |              |  
|                                                             | € 1,512 in June 2005, June 2004 and December          |             |         |             |         |              |  
|                                                             | 2004, respectively                                    | (3,279      | )       | (3,783      | )       | (3,531       | )
|(d)                                                          | Reversal of goodwill amortization                     | 22,197      |         | 15,964      |         | 19,079       |  
|(e)                                                          | Elimination of amortization of offering               |             |         |             |         |              |  
|                                                             | expenses, deferred for Italian purposes               | 2,128       |         | 2,128       |         | 2,128        |  
|(e)                                                          | Offering
expenses less estimated tax                  |             |         |             |         |              |  
|                                                             | benefits of € 1,030 in each of June 2005, June        |             |         |             |         |              |  
|                                                             | 2004 and December 2004 and charged to paid in         |             |         |             |         |              |  
|                                                             | capital                                               | (1,098      | )       | (1,098      | )       | (1,098       | )
|(f)                                                          | Reduce retained earnings for amount of                |             |         |             |         |              |  
|                                                             | stock compensation                                    | (2,791      | )       | (4,800      | )       | (2,791       | )
|(f)                                                          | Increase additional paid in capital for accretion     |             |         |             |         |              |  
|                                                             | resulting from stock compensation expense             | 2,791       |         | 4,800       |         | 2,791        |  
|(g)                                                          | Increase in additional paid in capital as a result of |             |         |             |         |              |  
|                                                             | recording the fair value of Pradas 5% options on     |             |         |             |         |              |  
|                                                             | the total outstanding share capital                   | 465         |         | 465         |         | 465          |  
|(g)                                                          | Decrease in retained earnings as a result of the      |             |         |             |         |              |  
|                                                             | charge to income for amortization of the intangible   |             |         |             |         |              |  
|                                                             | asset arising on the valuation of Pradas 5%          |             |         |             |         |              |  
|                                                             | options                                               | (465        | )       | (465        | )       | (465         | )
|(h)                                                          | Deferred charges                                      | (31         | )       | (89         | )       | (60          | )
|(j)                                                          | Recognition of minimum pension liability              | (15,218     | )       | (21,047     | )       | (14,518      | )
|(n)                                                          | Treasury stock                                        | (12,019     | )       | (753        | )       | (12,019      | )
|(o)                                                          | Decrease in retained earnings as a result of the      |             |         |             |         |              |  
|                                                             | elimination of the gain for disposal of De Rigo       |             |         |             |         |              |  
|                                                             | Nederland to De Rigo Holding BV.                      | (62         | )       | (62         | )       | (62          | )
|                                                             | And concurrent increase in additional paid-in         |             |         |             |         |              |  
|                                                             | capital.                                              | 62          |         | 62          |         | 62           |  
|(i)                                                          | Recognition of deferred income taxes on (b), (e),     |             |         |             |         |              |  
|                                                             | (g), (h) and (j) above                                | 3,637       |         | 5,412       |         | 3,439        |  
|(c)                                                          | Tax effect on elimination of trademarks               |             |         |             |         |              |  
|                                                             | revaluation in 2001 (c) above, after considering      |             |         |             |         |              |  
|                                                             | change in tax rate in 2002 to                         |             |         |             |         |              |  
|                                                             | (i)  recognize deferred tax asset on revalued assets  | 1,221       |         | 1,409       |         | 1,315        |  
|                                                             | (ii) recognize deferred tax liability on revaluation  |             |         |             |         |              |  
|                                                             | reserve on Italian basis                              | (706        | )       | (706        | )       | (706         | )
|                                                             |                                                       |             |         |             |         |             
|Balance in accordance with U.S. GAAP                         | 249,920                                               |             | 238,391 |             | 235,190 |             
|                                                             |                                                       |             |         |             |         |             

9

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Shareholders' Equity

As described in Note 19 to the Audited Financial Statements:

Due to operating losses incurred by a subsidiary through December 31, 1993, the Company, pursuant to Italian legal requirements, has eliminated losses reported for Italian purposes amounting to € 2,195,000 against
additional paid in capital by the former shareholders of the subsidiary. For U.S. GAAP financial reporting purposes, such operating losses would be reflected as a reduction of consolidated retained earnings, and the amount of capital used to
eliminate such losses would be reflected as additional paid-in capital.

Condensed U.S. GAAP consolidated financial statements

The condensed consolidated financial statements as of June 30, 2005, June 30, 2004 and December 31, 2004 presented below have been prepared taking into effect the principal differences between the De Rigo Groups
accounting policies and U.S. GAAP discussed above.

|BALANCE SHEET (thousands of Euro)                           |  | Period ended
|----------------------------------------------------------- |  | ------------
|                                                            |  |             
|                                                            |  | June 30,    
|                                                            |  | 2005        
|                                                            |  | (unaudited) 
|ASSETS                                                      |  |             
|Current Assets                                              |  | 171,271     
|Property Plant and equipment                                |  | 111,778     
|Goodwill and intangible assets                              |  | 114,289     
|Other Long-term Assets:                                     |  |             
|Deferred tax assets                                         |  | 17,778      
|Other                                                       |  | 5,583       
|                                                            |  |             
|Total assets                                                |  | 420,699     
|                                                            |  |             
|LIABILITIES AND SHARHOLDERS EQUITY                         |  |             
|Current Liabilities                                         |  | 124,267     
|Termination indemnities and other employee benefits         |  | 26,337      
|Deferred income taxes                                       |  | 10,588      
|Long-term debt, less current portion                        |  | 3,852       
|Other non-current liabilities                               |  | 4,886       
|Minority Iterests                                           |  | 849         
|Shareholders' equity                                        |  | 249,920     
|                                                            |  |             
|Total Liabilites and shareholders equity                   |  | 420,699     
|                                                            |  |             
|                                                            |  |             
|                                                            |  |             
|STATEMENT OF INCOME (thousands of Euro)                     |  | Period ended
|                                                            |  |             
|                                                            |  | June 30,    
|                                                            |  | 2005        
|                                                            |  | (unaudited) 
|Net sales from continuing operations                        |  | 267,524     
|Gross profit from continuing operations                     |  | 165,540     
|                                                            |  |             
|Income from continuing operations                           |  | 22,173      
|Other (income) expenses from continuing operations          |  | (21         
|                                                            |  |             
|Income from continuing operations before income taxes       |  |             
|and minority interests                                      |  | 22,194      
|Income taxes                                                |  | 8,823       
|                                                            |  |             
|Income from continuing operations before minority interests |  | 13,371      
|Minority interests                                          |  | 83          
|Net income in accordance with U.S. GAAP                     |  | 13,288      

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The components of shareholders' equity under U.S. GAAP, at June 30, 2005, at June 30, 2004 and at December 31, 2004, after giving retroactive effect to 1994 for the capitalization of earnings in May 1995 with respect to the
stock split in the form of a stock dividend, are as follows (in thousands of Euro):

|                            |  | Italian |   |  |             |   |  | U.S.    |  
|--------------------------- |  | ------- | - |  | ----------- | - |  | ------- | -
|June 30, 2005 (unaudited)   |  | GAAP    |   |  | Adjustments |   |  | GAAP    |  
|                            |  |         |   |  |             |   |  |         |  
|Share capital               |  | 11,683  |   |  | --          |   |  | 11,683  |  
|Treasury Shares             |  | --      |   |  | (12,019     | ) |  | (12,019 | )
|Additional paid in capital  |  | 54,599  |   |  | 11,650      |   |  | 66,249  |  
|Retained earnings           |  | 185,880 |   |  | 12,649      |   |  | 198,529 |  
|Other comprehensive income  |  | (3,869  | ) |  | (10,653     | ) |  | (14,522 | )
|Revaluation reserves        |  | 5,037   |   |  | (5,037      | ) |  | --      |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  | 253,330 |   |  | (2,929      | ) |  | 249,920 |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  | Italian |   |  |             |   |  | U.S.    |  
|June 30, 2004 (unaudited)   |  | GAAP    |   |  | Adjustments |   |  | GAAP    |  
|                            |  |         |   |  |             |   |  |         |  
|Share capital               |  | 11,626  |   |  | --          |   |  | 11,626  |  
|Treasury Shares             |  | --      |   |  | (753        | ) |  | (753    | )
|Additional paid in capital  |  | 54,490  |   |  | 13,659      |   |  | 68,149  |  
|Retained earnings           |  | 173,736 |   |  | 4,046       |   |  | 177,782 |  
|Other comprehensive income  |  | (3,680  | ) |  | (14,733     | ) |  | (18,413 | )
|Revaluation reserves        |  | 5,037   |   |  | (5,037      | ) |  | --      |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  | 241,209 |   |  | (2,818      | ) |  | 238,391 |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  | Italian |   |  |             |   |  | U.S.    |  
|December 31, 2004 (audited) |  | GAAP    |   |  | Adjustments |   |  | GAAP    |  
|                            |  |         |   |  |             |   |  |         |  
|Share capital               |  | 11,683  |   |  | --          |   |  | 11,683  |  
|Treasury Shares             |  | --      |   |  | (12,019     | ) |  | (12,019 | )
|Additional paid in capital  |  | 54,599  |   |  | 11,650      |   |  | 66,249  |  
|Retained earnings           |  | 175,891 |   |  | 9,350       |   |  | 185,241 |  
|Other comprehensive income  |  | (5,801  | ) |  | (10,163     | ) |  | (15,964 | )
|Revaluation reserves        |  | 5,037   |   |  | (5,037      | ) |  | --      |  
|                            |  |         |   |  |             |   |  |         |  
|                            |  | 241,409 |   |  | (6,219      | ) |  | 235,190 |  





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|Date: September 6, 2005 | DE RIGO S.p.A.
        By:/s/ Ennio De Rigo
          Ennio De Rigo 
          Chairman of the Board and Chief Executive Officer
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------
|                       











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