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EXHIBIT 10.33


                  AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

          WHEREAS, Mike Parnell ("Executive") and Oakley, Inc., a
Washington corporation (the "Company"), have previously entered into that
certain employment agreement dated August 1, 1995 (the "Employment
Agreement");

          WHEREAS, the Employment Agreement provides for the payment to
Executive of a base salary, a minimum target bonus and certain other
benefits; and

          WHEREAS, as of the date hereof Executive has agreed to waive a
portion of his base salary and minimum target bonus for the balance of the
term of the Employment Agreement.

          NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, Executive and the Company have agreed and do hereby
agree to amend the Employment Agreement as follows, effective as of the 26th
day of May, 1996:

          1.   BASE SALARY.  Section 3(a) of the Employment Agreement is
hereby amended in its entirety to read as follows:

               "BASE SALARY.  The Company shall pay Executive an annual base
salary at the rate of $175,000 per year or such higher amount as the Company
may from time to time determine ("Base Salary"), payable in equal biweekly
installments or at such other time or times as Executive and the Company
shall agree.  Except as otherwise provided herein, the Company's obligation
to pay Executive's Base Salary under this Agreement shall cease as of the
date of termination of Executive's employment."

          2.   PERFORMANCE BONUS.  Section 3(b) of the Employment Agreement
is hereby amended in its entirety to read as follows:

               "PERFORMANCE BONUS.  Executive shall be entitled to
participate in the Company's Performance Bonus Plan (which is attached
hereto as Exhibit A) and to receive an annual performance bonus in
accordance with the terms thereof.  Executive's minimum target bonus under
the Performance Bonus Plan shall be not less than $400,000 per year."

          3.   BENEFITS UPON TERMINATION OF EMPLOYMENT.  Section 4 of the
Employment Agreement is hereby amended in its entirety to read as follows:

          "4.  TERMINATION OF EXECUTIVE'S EMPLOYMENT.


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                    (a)    DEATH.   In the event Executive's employment
hereunder is terminated by reason of Executive's death, the Company shall pay
to Executive's estate, within ten (10) days thereof, a lump sum equal to
(i) twelve (12) times Executive's highest monthly Base Salary paid during the
Term of the Agreement plus (ii) an amount equal to Executive's highest annual
target bonus under the Performance Bonus Plan in effect at any time during
the Term of this Agreement, prorated through the date of death.

                    (b)     DISABILITY.  If, as a result of Executive's
incapacity due to physical or mental illness ("Disability"), Executive shall
have been absent from the full-time performance of his duties with the
Company for a period of six (6) consecutive months and, within thirty (30)
days after written notice is provided to him by the Company, he shall not
have returned to the full-time performance of his duties, Executive's
employment under this Agreement may be terminated by the Company for
Disability.  During any period prior to such termination during which
Executive is absent from the full-time performance of his duties with the
Company due to Disability, the Company shall continue to pay Executive his
Base Salary at the rate in effect at the commencement of such period of
Disability.  Within ten (10) days following termination for Disability, the
Company shall pay Executive a lump sum in an amount equal to twelve (12)
times Executive's highest monthly Base Salary paid during the Term of the
Agreement.

                    (c)     TERMINATION FOR CAUSE.  The Company may terminate
Executive's employment under this Agreement for "Cause," at any time prior to
expiration of the Term of this Agreement, but only in the event of
Executive's conviction for fraud, misappropriation or embezzlement.  In the
event of termination for Cause, Executive's employment may be terminated
immediately without advance written notice, whereupon this Agreement shall
terminate without further obligation by the Company, except for payment of
amounts of Base Salary accrued through the date of termination.

                    (d)     TERMINATION BY THE COMPANY OTHER THAN FOR DEATH,
DISABILITY OR CAUSE.  If Executive's employment is terminated by the Company
for any reason other than Executive's death or Disability or for Cause, the
Company shall pay Executive (i) a monthly severance payment for each month
remaining in the Term of the Agreement at a rate equal to his highest monthly
Base Salary paid during the Term of this Agreement and (ii) at the end of
each remaining fiscal year of the Company ending during the Term of this
Agreement, a bonus equal to the amount of Executive's highest annual target
bonus under the Performance Bonus Plan as in effect at any time during the
Term.

                    (e) NO MITIGATION REQUIRED.  Executive

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shall not be required in any way to mitigate the amount of any payment or
benefit provided for under Section 3(c) or in this Section 4, including, but
not limited to, by seeking other employment, nor shall the amount of any
payment or benefit provided for under Section 3(c) or in this Section 4 be
reduced by any compensation earned by Executive as the result of employment
with or services provided to another employer after the date of Executive's
termination, or otherwise; provided, however, that in the event Executive
shall breach the provisions of Section 7 hereof or any other confidentiality
agreement between the Company and Executive, the Company shall have the
right, in addition to any other remedies it may have with respect to such
breach, to offset any amounts payable hereunder or otherwise owing to
Executive by the amount of any compensation earned by Executive as the result
of employment with or other services provided to another employer after the
date of Executive's termination, or otherwise."

          4.  Except as otherwise provided herein, the remaining terms of the
Employment Agreement shall remain in full force and effect.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Executive has hereunto
signed this Agreement, as of the date first above written.

                         OAKLEY, INC.

                         By:___________________________

                         Its:__________________________




                         /s/ Mark Parnell
                         _______________________________
                         MIKE PARNELL
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                                SPOUSAL CONSENT

          The undersigned, MELISSA PARNELL represents that she has reviewed
the attached "Amendment No. 1 to Employment Agreement" of her husband,
MIKE PARNELL, and hereby acknowledges the effect of and voluntarily consents
to such waiver as of the 26th day of May, 1996.

                         /s/ Melissa Parnell
                         _______________________
                         MELISSA PARNELL

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