================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


   [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934.

          For the quarterly period ended April 30, 2004

                                       OR

   [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.

          For the transition period from ____________ to ____________.


                         Commission file number 0-23001




                             SIGNATURE EYEWEAR, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


               California                                    95-3876317
     -------------------------------                     ----------------
     (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)


                              498 North Oak Street
                           Inglewood, California 90302
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (310) 330-2700
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


     Indicate by check whether the registrant: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days:
                                 Yes [X] No [_]


     State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, par value $0.001
per share, 6,226,889 shares issued and outstanding as of June 30, 2004.

================================================================================
<PAGE>

                             SIGNATURE EYEWEAR, INC.

                               INDEX TO FORM 10-Q





PART I    FINANCIAL INFORMATION                                            Page
                                                                          ------
Item 1    Financial Statements .........................................      1

          Balance Sheets ...............................................  1 - 2

          Statements of Operations .....................................  3 - 4

          Statements of Cash Flows .....................................  5 - 6

          Notes to the Financial Statements ............................  7 - 12



Item 2    Management's Discussion and Analysis of Financial Condition
           and Results of  Operations ..................................      13



Item 3    Quantitative and Qualitative Disclosures about Market Risk ...      19



Item 4    Controls and Procedures ......................................      19






PART II   OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K .............................      20



















                                        i
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

IEM 1.  FINANCIAL STATEMENTS


                                                         SIGNATURE EYEWEAR, INC.
                                                                  BALANCE SHEETS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                                     ASSETS

                                                                   April 30,        October 31,
                                                                     2004              2003
                                                                 ------------      ------------
                                                                  (unaudited)
<S>                                                              <C>               <C>

CURRENT ASSETS
     Cash and cash equivalents, including restricted cash
         of $340,828 (unaudited) and $340,567                    $    764,110      $    663,251
     Accounts receivable - trade, net of allowance for
         doubtful accounts of $296,965 (unaudited) and
         $503,490                                                   2,713,132         2,281,255
     Inventories, net of reserves for obsolete inventories
         of $1,405,804 (unaudited) and $1,506,007                   5,793,732         5,955,253
     Promotional products and materials                                    --             9,425
     Prepaid expenses and other current assets                         51,166            19,293
                                                                 ------------      ------------

         Total current assets                                       9,322,140         8,928,477


PROPERTY AND EQUIPMENT, NET                                         1,142,058         1,354,362
DEPOSITS AND OTHER ASSETS                                             131,069           115,055
                                                                 ------------      ------------

                 TOTAL ASSETS                                    $ 10,595,267      $ 10,397,894
                                                                 ============      ============

</TABLE>









   The accompanying notes are an integral part of these financial statements.

                                        1
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                                  BALANCE SHEETS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                                     April 30,        October 31,
                                                                       2004              2003
                                                                   ------------      ------------
                                                                    (unaudited)
<S>                                                                <C>               <C>

CURRENT LIABILITIES
     Accounts payable - trade                                      $  5,839,030      $  5,367,576
     Accrued expenses and other current liabilities                   1,964,282         1,722,825
     Reserve for customer returns                                       321,867           619,460
     Current portion of long-term debt                                  940,755           550,748
                                                                   ------------      ------------

         Total current liabilities                                    9,065,934         8,260,609

LONG-TERM DEBT, NET OF CURRENT PORTION                                6,662,113         6,873,535
                                                                   ------------      ------------

             Total liabilities                                       15,728,047        15,134,144
                                                                   ------------      ------------

COMMITMENTS

SHAREHOLDERS' DEFICIT
     Preferred stock, $0.001 par value
         5,000,000 shares authorized
     Series A 2% convertible preferred stock
         1,360,000 shares authorized
         1,200,000 (unaudited) and 1,200,000 shares
         issued and outstanding                                           1,200             1,200
     Common stock, $0.001 par value
         30,000,000 shares authorized
         6,226,889 (unaudited) and 5,976,889 shares
         issued and outstanding                                           6,227             5,977
     Additional paid-in capital                                      15,275,791        15,236,041
     Accumulated deficit                                            (20,415,998)      (19,979,468)
                                                                   ------------      ------------

             Total shareholders' deficit                             (5,132,780)       (4,736,250)
                                                                   ------------      ------------

                 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT       $ 10,595,267      $ 10,397,894
                                                                   ============      ============

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF OPERATIONS
          FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                                           For the Three Months Ended          For the Six Months Ended
                                                    April 30,                          April 30,
                                         ------------------------------      ------------------------------
                                             2004              2003              2004              2003
                                         ------------      ------------      ------------      ------------
                                          (unaudited)       (unaudited)       (unaudited)       (unaudited)
<S>                                      <C>               <C>               <C>               <C>

NET SALES                                $  5,919,004      $  5,775,576      $ 11,756,618      $ 13,018,695

COST OF SALES                               2,215,482         1,836,133         4,557,889         4,746,635
                                         ------------      ------------      ------------      ------------

GROSS PROFIT                                3,703,522         3,939,443         7,198,729         8,272,060
                                         ------------      ------------      ------------      ------------

OPERATING EXPENSES
   Selling                                  2,121,521         1,837,726         3,872,627         3,798,620
   General and administrative               1,522,940         2,282,176         3,275,436         4,613,043
   Depreciation and amortization              104,341           161,115           208,682           319,094
                                         ------------      ------------      ------------      ------------

Total operating expenses                    3,748,802         4,281,017         7,356,745         8,730,757
                                         ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                          (45,280)         (341,574)         (158,016)         (458,697)
                                         ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)
   Sundry income                               (3,474)          199,457             3,252           202,326
   Interest expense, net                     (136,363)          (51,691)         (279,016)         (150,856)
   Gain on sale of asset                           --           469,103                --           469,103
                                         ------------      ------------      ------------      ------------

Total other income (expense)                 (139,837)          616,869          (275,764)          520,573
                                         ------------      ------------      ------------      ------------

INCOME BEFORE PROVISION FOR
   (BENEFIT FROM) INCOME TAXES               (185,117)          275,295          (433,780)           61,876

PROVISION FOR (BENEFIT FROM)
   INCOME TAXES                                   868               548             2,750               604
                                         ------------      ------------      ------------      ------------

INCOME BEFORE EXTRAORDINARY ITEM         $   (185,985)     $    274,747      $   (436,530)     $     61,272

EXTRAORDINARY ITEM
   Gain on extinguishment of debt                  --         4,143,851                --         4,143,851
                                         ------------      ------------      ------------      ------------

NET INCOME (LOSS) AVAILABLE TO
   COMMON STOCK SHAREHOLDERS             $   (185,985)     $  4,418,598      $   (436,530)     $  4,205,123
                                         ============      ============      ============      ============

BASIC AND DILUTED EARNINGS PER SHARE
   Before extraordinary item             $      (0.03)     $       0.05      $      (0.07)     $       0.01
   Extraordinary item                              --              0.75                --              0.75
                                         ------------      ------------      ------------      ------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF OPERATIONS
          FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                                           For the Three Months Ended          For the Six Months Ended
                                                    April 30,                          April 30,
                                         ------------------------------      ------------------------------
                                             2004              2003              2004              2003
                                         ------------      ------------      ------------      ------------
                                          (unaudited)       (unaudited)       (unaudited)       (unaudited)
<S>                                      <C>               <C>               <C>               <C>
TOTAL BASIC AND DILUTED EARNINGS
   PER SHARE                             $      (0.03)     $       0.80      $      (0.07)     $       0.76
                                         ============      ============      ============      ============

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                              5,976,889         5,556,889         5,976,889         5,556,889
                                         ============      ============      ============      ============
</TABLE>























   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                                                                       2004              2003
                                                                   ------------      ------------
                                                                    (unaudited)       (unaudited)
<S>                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                             $   (436,530)     $  4,205,123
     Adjustments to reconcile net income (loss) to net cash
         used in operating activities
            Depreciation and amortization                               212,304           325,083
            Provision for bad debts                                    (206,525)            5,783
            Provision for inventory write-down                         (100,203)         (376,201)
            Gain on sale of assets                                           --          (469,103)
            Gain on extinguishment of debt                                   --        (4,332,536)
            (Increase) decrease in
                Accounts receivable - trade                            (225,352)          425,088
                Inventories                                             261,724         1,402,286
                Promotional products and materials                        9,425            31,825
                Prepaid expenses and other current assets               (31,873)          (37,439)
                Deposits and other assets                               (16,014)           (9,127)
            Increase (decrease) in
                Accounts payable - trade                                471,454        (1,435,095)
                Accrued expenses and other current liabilities          241,457          (128,323)
                Reserve for customer returns                           (297,593)          107,823
                                                                   ------------      ------------

Net cash used in operating activities                                  (117,726)         (284,813)
                                                                   ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of trademark                                         --           600,000
                                                                   ------------      ------------

Net cash provided by investing activities                                    --           600,000
                                                                   ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net (payments) on line of credit                                        --        (1,846,977)
     Net borrowings (payments) on long-term debt                        178,585         1,299,965
     Payments on debt financing fees                                         --          (188,685)
     Issuance of common stock                                            40,000                --
     Issuance of preferred stock                                             --             1,200
                                                                   ------------      ------------

Net cash provided by (used in) financing activities                     218,585          (734,497)
                                                                   ------------      ------------

Net increase (decrease) in cash and cash equivalents               $    100,859      $   (419,310)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          663,251         1,077,388
                                                                   ------------      ------------
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

================================================================================
<TABLE><CAPTION>



                                                                       2004              2003
                                                                   ------------      ------------
                                                                    (unaudited)       (unaudited)
<S>                                                                <C>               <C>

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $    764,110      $    658,078
                                                                   ============      ============

Supplemental disclosures of cash flow information

     INTEREST PAID                                                 $    279,016      $    150,856
                                                                   ============      ============

     INCOME TAXES PAID                                             $      2,750      $         --
                                                                   ============      ============
</TABLE>







SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the six months ended April 30, 2003, cash from operations and financing
activities exclude the effect of a gain on extinguishment of debt, accounts
payable, and accrued expenses for $4,332,536.









   The accompanying notes are an integral part of these financial statements.

                                        6
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

     Signature Eyewear, Inc. (the "Company") designs, markets and distributes
     eyeglass frames throughout the United States and internationally. Primary
     operations are conducted from leased premises in Inglewood, California,
     with a warehouse and sales office in Belgium.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------
     The accompanying financial statements have been prepared in conformity with
     accounting principles generally accepted in the United States of America
     for interim financial information and with the instructions to Form 10-Q
     and Regulation S-K. Accordingly, they do not include all of the information
     and footnotes required by accounting principles generally accepted in the
     United States of America for complete financial statements. In the opinion
     of management, all normal, recurring adjustments considered necessary for a
     fair presentation have been included. These financial statements should be
     read in conjunction with the audited financial statements and notes thereto
     included in the Company's Annual Report on Form 10-K for the year ended
     October 31, 2003. The results of operations for the six months ended April
     30, 2004 are not necessarily indicative of the results that may be expected
     for the year ended October 31, 2004.

     Property and Equipment
     ----------------------
     Property and equipment are recorded at cost. Depreciation and amortization
     are provided using the straight-line method over the estimated useful lives
     of the assets as follows:

          Office furniture and equipment                               7 years
          Computer equipment                                           3 years
          Software                                                     3 years
          Machinery and equipment                                      5 years
          Machinery and equipment held under
            capital lease agreements                                   5 years
          Leasehold improvements                             term of the lease


     Fair Value of Financial Instruments
     -----------------------------------
     For certain of the Company's financial instruments, including cash and cash
     equivalents, accounts receivable and accounts payable - trade, the carrying
     amounts approximate fair value due to their short maturities. The amounts
     shown for long-term debt also approximate fair value because current
     interest rates offered to the Company for debt of similar maturities are
     substantially the same.

                                        7
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Loss per Share
     --------------
     The Company calculates loss per share in accordance with Statement of
     Financial Accounting Standards No. 128, "Earnings per Share." Basic loss
     per share is computed by dividing the net loss by the weighted-average
     number of common shares outstanding. Diluted loss per share is computed
     similar to basic loss per share except that the denominator is increased to
     include the number of additional common shares that would have been
     outstanding if the potential common shares had been issued and if the
     additional common shares were dilutive. The Company did not have any
     dilutive shares for the three or six months ended April 30, 2004 and 2003.

     The following potential common shares have been excluded from the
     computations of diluted loss per share for the three and six months ended
     April 30, 2004 and 2003 because the effect would have been anti-dilutive:

                                                For the Six Months Ended
                                                        April 30,
                                              ---------------------------
                                                  2004           2003
                                              ------------   ------------
                                               (unaudited)    (unaudited)

                  Stock options                    384,500        346,700
                  Warrants                         150,000        150,000
                                              ------------   ------------
                    TOTAL                          534,500        496,700
                                              ============   ============

     Foreign Currency Translation
     ----------------------------
     The Company's Belgium branch's functional currency is the Euro. Assets and
     liabilities are translated at exchange rates in effect at the balance sheet
     date. Income and expense accounts are translated at average rates. In
     addition, some of the Company's liabilities are denominated in foreign
     currencies. Such liabilities are converted into U.S. Dollars at the
     exchange rate prevailing at the balance sheet date. The resulting gains or
     losses are reflected in the income statement.

     Estimates
     ---------
     The preparation of financial statements requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenue and
     expenses during the reporting period. Actual results could differ from
     those estimates.




                                        8
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment at October 31, 2003 and April 30, 2004 consisted of
     the following:
     <TABLE><CAPTION>
                                                         April 30,        October 31,
                                                            2004             2003
                                                        ------------     ------------
                                                        (unaudited)
     <S>                                                <C>              <C>
     Office furniture and equipment                     $    912,756     $    912,756
     Computer equipment                                    1,498,393        1,497,096
     Software                                              1,123,340        1,123,340
     Machinery and equipment                                 424,475          429,394
     Machinery and equipment held under capital
       lease agreements                                      294,609          294,609
     Leasehold improvements                                1,195,190        1,195,190
                                                        ------------     ------------
                                                           5,448,763        5,452,385
     Less accumulated depreciation and amortization
       (including accumulated depreciation and
       amortization of $264,013 (unaudited) and
       $272,563 for equipment under capital lease
       agreement)                                          4,306,705        4,098,023
                                                        ------------     ------------
              TOTAL                                     $  1,142,058     $  1,354,362
                                                        ============     ============
</TABLE>



     Depreciation and amortization expense was $208,682 (unaudited) and $325,083
     (unaudited) for six months ended April 30, 2004 and 2003, respectively,
     (including depreciation and amortization expense of $13,990 (unaudited) and
     $23,702 (unaudited), respectively, on machinery and equipment held under
     capital leases).





                                        9
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 4 - LONG-TERM DEBT

     Long-term debt at October 31, 2003 and April 30, 2004 consisted of the
     following:

                                                      April 30,      October 31,
                                                        2004            2003
                                                    ------------    ------------
                                                     (unaudited)

     Termnote payable to HLIC in the original
         amount of $3,000,000, secured by the
         assets of the Company, a letter of credit
         in the amount of $1,250,000 and a
         $250,000 debenture issued by HLIC,
         bearing Interest at 10% per annum,
         requiring interest payments only for the
         first 12 months and monthly installments
         of principal and interest based on a
         10-year amortization schedule and
         maturing in April 2008.                    $  3,000,000    $  3,000,000

     Revolving line of credit from HLIC in the
         original amount of $500,000, secured by
         the collateral securing the HLIC term
         note, bearing interest at 1% per month on
         the outstanding balance, and maturing in
         April 2008.                                     500,000         500,000

     Termnote payable to Bluebird in the original
         amount of $2,900,000, secured by the
         assets of the Company, subordinated to
         the HLIC credit facility, bearing
         interest at 5% per annum, and payable in
         quarterly installments of $72,500,
         commencing in July 2005.                      2,900,000       2,900,000

     Termnote in the original amount of $400,000,
         secured by certain inventories, payable
         without interest in monthly installments
         of $30,000 through March 2004.                       --         190,000

     Notepayable to lessor of the Company's
         principal offices and warehouse in the
         original amount of $240,000, unsecured,
         payable in monthly installments of
         $4,134, including interest at 10% per
         annum, maturing on May 1, 2005.                  50,740          72,374

     Notepayable to lessor of the Company's
         principal offices and warehouse,
         unsecured, payable in monthly
         installments of $3,757, including
         interest at 8% per annum, maturing on May
         1, 2005.                                         46,632          66,834



                                       10
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 4 - LONG-TERM DEBT (CONTINUED)                   April 30,      October 31,
                                                        2004            2003
                                                    ------------    ------------
                                                     (unaudited)

     Notepayable to commercial bank, secured by
         the property and equipment acquired in
         the Oliver Allen lease payoff, bearing
         interest at 4% per annum, payable in 39
         monthly installments of $13,812,
         commencing March 31, 2003, with the
         remaining principal and accrued interest
         due and payable in full on February 28,
         2008.                                      $    593,638    $    660,700

     Liability for machinery and equipment under
         various capital lease agreements, secured
         by certain machinery and equipment,
         bearing interest ranging from 8.19% to
         11.4% per annum, maturing through August
         2004.                                             8,858          34,375

     Termnote payable to Pearltime Investments in
         the original amount of $350,000 payable
         in monthly installments of $50,000
         commencing on April 30, 2004, with
         interest of 3% per annum due on October
         29, 2004                                        350,000              --

     Termnote payable to HLIC in the original
         amount of $153,000 at 12% interest rate
         per annum; principal and interest are due
         on May 31, 2004 (maturity date)                 153,000              --
                                                    ------------    ------------
                                                       7,602,868       7,424,283
                  Less current portion                   940,755         550,748
                                                    ------------    ------------
                           LONG-TERM PORTION        $  6,662,113    $  6,873,535
                                                    ============    ============


     Future maturities of long-term debt at April 30, 2004 were as follows:

      12 Months
        Ending
       April 30,
     -----------
     (unaudited)

         2005                                                       $    940,755
         2006                                                            506,249
         2007                                                            534,903
         2008                                                          3,185,338
         2009                                                            170,895
         Thereafter                                                    2,264,727
                                                                    ------------
              TOTAL                                                 $  7,602,867
                                                                    ============


                                       11
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
                                 OCTOBER 31, 2003 AND APRIL 30, 2004 (UNAUDITED)

================================================================================


NOTE 5 - SHAREHOLDERS' DEFICIT

     Issuance of Common Stock for Cash
     ---------------------------------
     On April 30, 2004, four Directors each purchased 62,500 shares of the
     Company's Common Stock at $0.16 per share for a total of $40,000 under the
     Company's 1997 stock plan. In connection with these purchases, the
     Directors agreed not to sell the shares for one year.

     Issuance of Stock Options to Employees
     --------------------------------------
     On February 1, 2004, the Company issued options to purchase 12,500 shares
     of the Company's common stock each to five employees under the 1997 Stock
     Plan. The stock options have an exercise price of $0.20 per share, expire
     on September 1, 2007 and vest over a period of five years. As the fair
     value of the Company's common stock was less than the exercise price of the
     stock options on the grant date, the Company recorded no compensation
     expense for these options.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

     License Agreements
     ------------------
     On February 26, 2004, the Board of Directors approved an amendment to the
     Company's Laura Ashley licensing agreement. The Company did not meet
     contract year minimum royalties, but Laura Ashley waived compliance and
     agreed to defer some royalty payments and reduce 2004 minimum royalties.


NOTE 7 - SUBSEQUENT EVENTS

     At April 30, 2004, the Company had a loan in the amount of $153,000 from
     HLIC due May 31, 2004. The Company paid this loan subsequent to April 30,
     2004.

     In June 2004, the Company obtained an additional loan from HLIC in the
     principal amount of $202,000, bearing interest at a rate of 12% per annum
     and due and payable in June 2005.






                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussion and analysis, which should be read in
connection with the Company's Financial Statements and accompanying footnotes,
contain forward-looking statements that involve risks and uncertainties.
Important factors that could cause actual results to differ materially from the
Company's expectations are set forth in "Factors That May Affect Future Results"
in this Item 2 of this Form 10-Q, as well as those discussed elsewhere in this
Form 10-Q. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by "Factors That May Affect Future Results." Those
forward-looking statements relate to, among other things, the Company's plans
and strategies, new product lines, and relationships with licensors,
distributors and customers, distribution strategies and the business environment
in which the Company operates.

         The following discussion and analysis should be read in connection with
the Company's Financial Statements and related notes and other financial
information included elsewhere in this Form 10-Q.

OVERVIEW

         The Company derives revenues primarily through the sale of eyeglass
frames under licensed brand names, including Laura Ashley Eyewear, Eddie Bauer
Eyewear, Hart Schaffner & Marx Eyewear, bebe eyes, Nicole Miller Eyewear, Dakota
Smith Eyewear and under its proprietary brands Signature. The Company's
best-selling product lines are Laura Ashley Eyewear and Eddie Bauer Eyewear. Net
sales of Laura Ashley Eyewear and Eddie Bauer Eyewear together accounted for 62%
and 57% of the Company's net sales in fiscal 2002 and fiscal 2003, respectively.
The Company's cost of sales consists primarily of payments to foreign contract
manufacturers that produce frames and cases to the Company's specifications.

         The Company continues to suffer sluggish sales as the optical frame
industry remains slow. Many optical frame retailers and frame manufacturers have
reported declines in sales in the past year. According to the Jobson Report
published in March 2004, the frame sector in which the Company's products
compete declined more than other frame sectors. The fastest growing segment in
the industry is the mass merchandisers and deep discount retailers, and the
Company does not sell frames to retailers in that segment.

         The Company has further reduced general and administrative expenses in
an effort to return to operating profitability, to the point that additional
material reductions are unlikely. As a result, the Company believes that
increasing revenues is necessary to return to profitability.

         The Company is attempting to increase revenues in the United States by
expanding its direct sales force, including independent sales representatives,
for sales to independent optical retailers, and by adding an additional
distributor who covers the Midwest. The Company believes that this distributor
will be able to give the Company greater sales penetration in those states than
it has been able to achieve with its direct sales force. In the past several
months, the Company believes it has increased the morale of its direct sales
force through regular sales contests supported by weekly scripted program
announcing the status of the competition.

         Since the recapitalization, the Company has also attempted to increase
revenues through increasing sales to retail optical chains. Sales to existing
retail optical chain customers, most of which are based in the United States,
could be increased through the chains purchasing additional eyewear lines and/or
purchasing the Company's products for sales through additional market channels,
such as stores outside the United States or different retail outlets. In
addition, the Company has started to market to retail optical chains based
outside of the United States. Notwithstanding these efforts, sales to retail
optical chains have decreased during the period.

         The Company is further attempting to increase revenues through
expanding international sales. Its strategy to accomplish this is to engage
additional international distributors and to sell additional eyewear lines in
selected countries.

         Lastly, the Company is in discussions with several well-known companies
to license their brand names for eyewear and sunwear. No assurance can be given
that the Company will obtain any new licenses.

                                        13
<PAGE>

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated selected
statements of operations data shown as a percentage of net sales.
<TABLE><CAPTION>

                                                     THREE MONTHS ENDED          SIX MONTHS ENDED
                                                           APRIL 30                  APRIL 30
                                                   ----------------------    ----------------------
                                                      2004         2003         2004         2003
                                                   ----------------------    ----------------------
<S>                                                   <C>          <C>          <C>          <C>
Net sales.......................................      100.0%       100.0%       100.0%       100.0%
Cost of sales...................................       37.4         31.8         38.8         36.5
                                                   ---------    ---------    ---------    ---------
Gross profit....................................       62.6         68.2         61.2         63.5
                                                   ---------    ---------    ---------    ---------
Operating expenses:
    Selling.....................................       35.8         31.8         32.9         29.2
    General and administrative..................       25.7         39.5         27.9         35.4
    Depreciation and amortization...............        1.8          2.8          1.8          2.5
                                                   ---------    ---------    ---------    ---------
         Total operating expenses...............       63.3         74.1         62.6         67.1
                                                   ---------    ---------    ---------    ---------
 Income (loss) from operations..................       (0.7)        (5.9)        (1.4)        (3.5)
                                                   ---------    ---------    ---------    ---------
 Other income (expense), net....................       (2.4)        10.7         (2.3)         4.0
                                                   ---------    ---------    ---------    ---------
 Income (loss) before provision for income taxes       (3.1)         4.8         (3.7)         0.5
                                                   ---------    ---------    ---------    ---------
 Provision (benefit) for income taxes...........        0.0          0.0          0.0          0.0
 Gain on extinguishment of debt                         0.0         71.7          0.0         31.8
                                                   =========    =========    =========    =========
 Net income (loss)..............................       (3.1)%       76.5%        (3.7)%       32.3%
                                                   =========    =========    =========    =========
</TABLE>

     NET SALES. Net sales increased by $0.1 million or 2.4% from the quarter
ended April 30, 2003 (the "2003 Quarter") to the quarter ended April 30, 2004
(the "2004 Quarter") and decreased $1.3 million or 9.7% from the six months
ended April 30, 2003 (the "2003 Six Months") to the six months ended April 30,
2004 (the "2004 Six Months"). The following table shows certain information
regarding net sales for the periods indicated:

<TABLE><CAPTION>
                                THREE MONTHS ENDED APRIL 30                   SIX MONTHS ENDED APRIL 30
                             ---------------------------------            ---------------------------------
                                   2004              2003        CHANGE         2004              2003        CHANGE
---------------------------  ---------------   ---------------  --------  ---------------   ---------------  --------
<S>                           <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>      <C>     <C>
Laura Ashley Eyewear.......   $1,372   23.2%    $1,816   31.5%   (24.4)%   $2,901   24.7%    $4,307   33.1%   (32.6)%
Eddie Bauer Eyewear........    1,148   19.4      1,230   21.3     (6.7)%    2,565   21.8      3,248   24.9    (21.0)%
Nicole Miller..............    1,473   24.9      1,036   17.9      42.2%    2,421   20.6      1,949   15.0      24.2%
Other Sales (1)............    1,926   32.5      1,694   29.3      13.7%    3,870   32.9      3,515   27.0      10.0%
                             -------  ------   -------  ------            -------  ------   -------  ------
Total......................   $5,919  100.0%    $5,776  100.0%      2.5%  $11,757  100.0%   $13,019  100.0%    (9.7)%
                             =======  ======   =======  ======            =======  ======   =======  ======
</TABLE>
-----------------
(1) Includes net sales of other designer eyewear and private label frames.

         Net sales were lower in the 2004 Quarter than the 2003 Quarter
primarily because of the sluggish optical frame industry in the sectors in which
the Company's products compete. The Company believes that sales of Eddie Bauer
Eyewear, particularly to the retail optical chains, has been adversely affected
by the bankruptcy of Eddie Bauer Diversified Sales LLC, the licensor on the
Eddie Bauer Eyewear license. In addition, during the past several years, sales
have been adversely affected by an increasing number of direct competitors to
the Eddie Bauer and Laura Ashley Eyewear lines.

         Net sales reflect gross sales less a reserve for product returns
established by the Company. The Company has a product return policy which it
believes is standard in the optical industry. Under that policy, the Company
generally accepts returns of non-discontinued product for credit, upon
presentment and without charge. The Company's product returns for the 2003
Quarter and the 2004 Quarter amounted to 17.7% and 15.4% of gross sales,
respectively. Historically, returns have been higher from independent optical
retailers in the United States and lower from optical retail chains and
international customers.

                                        14
<PAGE>

         GROSS PROFIT AND GROSS MARGIN. Gross profit decreased $0.2 million or
6.0% from the 2003 Quarter to the 2004 Quarter and $1.1 million or 13.0% from
the 2003 Six Months to the 2004 Six Months. The gross margin decreased from
68.2% in the 2003 Quarter to 62.6% in the 2004 Quarter, and from 63.5% in the
2003 Six Months to 61.2% in the 2004 Six Months. The gross margin decreased in
the Six Months due in part to a higher percentage of international sales, which
have lower margins, and price competition resulting in sales at greater
discounts.

         SELLING EXPENSES. Selling expenses increased $0.3 million or 15.4% from
the 2003 Quarter to the 2004 Quarter and $0.1 million or 1.9% from the 2003 Six
Months to the 2004 Six Months. The change in the second quarter was due
primarily to an increase in advertising expense of $0.2 million and salaries of
$0.1 million. The change in the six-month periods was due primarily to an
increase in advertising expenses of $0.1 million.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses decreased $0.8 million or 33.3% from the 2003 Quarter to the 2004
Quarter and $1.3 million or 29% from the 2003 Six Months to the 2004 Six Months.
The change in the second quarter was due primarily to decreases of salaries and
payroll taxes of $0.3 million and the allowance for bad debts of $0.2 million.
The change in the six months was due primarily to decreases in salaries and
payroll taxes of $0.7 million, bank charges of $0.1 million, legal and
consulting fees of $0.1 million, insurance of $0.1 million and the allowance for
bad debt of $0.2 million.

         OTHER INCOME (EXPENSE), NET. Other expenses included primarily interest
expense, which increased due to a greater level of debt, and in 2003 a $0.5
million gain on the sale of the Dakota Smith trademark and inventory. Interest
expense increased in the 2004 Quarter and Six Months because of a higher level
of borrowings.

         EXTRAORDINARY ITEM. In the 2003 Quarter the Company recognized a gain
on the settlement of debt of $4.1 million in connection with its
recapitalization.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         The Company's accounts receivable (net of allowance for doubtful
accounts) increased from $2.3 million at October 31, 2003 to $2.7 million at
April 30, 2004 due to a higher level of sales than the fourth quarter of 2003.

         The Company's inventories (net of obsolescence reserve) decreased from
$6.0 million at October 31, 2003 to $5.8 million at April 30, 2004.

         The Company's long-term debt at April 30, 2004 included principally:
(i) $3.5 million under three credit facilities with Home Loan Investment Company
("HLIC"); (ii) $2.9 million under a credit facility with Bluebird Finance
Limited; and (iii) $0.6 million under a commercial bank loan the proceeds of
which were used to purchase its computer system and related equipment. At April
30, 2004, the Company had fully utilized its borrowing capacity under its
existing credit facilities. See Note 4 of Notes to Financial Statements.

         The Company has unsecured term loan in the amount of $350,000 due
October 29, 2004. The loan bears interest at the rate of 3% per annum, is
payable in monthly installments of $50,000 which commenced in April 2004.

         At April 30, 2004, the Company had a loan in the amount of $153,000
from HLIC due May 31, 2004. The Company paid this loan subsequent to April 30,
2004. In June 2004 the Company obtained an additional loan from HLIC in the
principal amount of $202,000, bearing interest at a rate of 12% per annum and
due and payable in June 2005.

         Of the Company's accounts payable at April 30, 2004 , approximately
$1.5 million were payable in foreign currency. To monitor risks associated with
currency fluctuations, the Company on a weekly basis assesses the volatility of
certain foreign currencies and reviews the amounts and expected payment dates of
its purchase orders and accounts payable in those currencies. Based on those
factors, the Company may from time to time mitigate some portion of that risk by
purchasing forward commitments to deliver foreign currency to the Company. The
Company held no forward commitments for foreign currencies at April 30, 2004.

                                        15
<PAGE>

         The Company's bad debt write-offs, net of recoveries, were $28,601 and
($1,630) in the 2003 Six Months and 2004 Six Months, respectively. As part of
the Company's management of its working capital, the Company performs most
customer credit functions internally, including extensions of credit and
collections.

         In April 2004 the Company issued and sold 250,000 shares of Common
Stock to four directors under the 1997 Stock Plan for $0.16 per share, or an
aggregate of $40,000.

         The Company believes that at least through 2004, assuming there are no
unanticipated material adverse developments, no material decrease in revenues
and continued compliance with its credit facilities, its cash flows from
operations and through credit facilities will be sufficient to enable the
Company to pay its debts and obligations as they mature. The Company will
benefit in fiscal 2004 from expense reductions through reduced number of
employees and other expenses undertaken in fiscal 2003 and the first quarter of
fiscal 2004. However, the Company's current sources of funds are not sufficient
to provide the working capital for material growth, and it would be required to
obtain additional debt or equity financing to support such growth.

INFLATION

         The Company does not believe its business and operations have been
materially affected by inflation.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         NEED TO INCREASE REVENUES AND TO RETURN TO PROFITABILITY; SHAREHOLDERS'
DEFICIT

         The Company suffered material operating losses in its last four fiscal
years, causing a significant deterioration in its financial condition. At April
30, 2004, the Company's stockholders' deficit was $20.4 million. The Company's
future viability depends on its ability to return to profitability on a
consistent basis.

         During the past several years, the Company has significantly reduced
its general, administrative and other expenses to the extent that it does not
believe further material reductions are possible. Accordingly, the ability of
the Company to return to profitability will depend most significantly on its
ability to increase its revenues. The Company's revenues during the past several
years have been adversely affected by the continued significant downturn in the
optical frame industry. While the Company has adopted several strategies to
increase revenues, no assurance can be given that the Company will be able to
increase revenues sufficient to return to profitability on a consistent basis.

         SUBSTANTIAL DEPENDENCE UPON LAURA ASHLEY AND EDDIE BAUER LICENSES

         Net sales of Laura Ashley Eyewear and Eddie Bauer Eyewear accounted for
62% and 57% of the Company's net sales in fiscal years 2002 and 2003,
respectively. While the Company intends to continue reducing its dependence on
the Laura Ashley Eyewear and Eddie Bauer Eyewear lines through the development
and promotion of Nicole Miller Eyewear, Dakota Smith Eyewear, bebe eyes and its
Signature line, the Company expects the Laura Ashley and Eddie Bauer Eyewear
lines to continue to be the Company's leading sources of revenue for the near
future. The Laura Ashley license is automatically renewed through January 2008
so long as the Company is not in breach of the license agreement and the royalty
payment for the prior two contract years exceeds the minimum royalty for those
years. Laura Ashley may also terminate the license agreement if minimum sales
requirements are not met in any two years. The Company did not meet the minimum
sales requirement for the license years ended January 2003 and 2004, but Laura
Ashley waived noncompliance. The Company markets Eddie Bauer Eyewear through an
exclusive license which terminates in December 2005, but may be renewed by the
Company at least through 2007 so long as the Company is not in material default
and meets certain minimum net sales and royalty requirements. Each of Laura
Ashley and Eddie Bauer may terminate its respective license before its term
expires under certain circumstances, including a material default by the Company
or certain defined changes in control of the Company.

         BANKRUPTCY OF EDDIE BAUER

         Eddie Bauer Diversified Sales LLC, the licensor on the Eddie Bauer
Eyewear license, and its parent Spiegel, Inc and other affiliates, have filed
voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy
Code. As a result,

                                        16
<PAGE>

the licensor has the rights of a debtor under the Bankruptcy Code with respect
to executory contracts such as the Eddie Bauer Eyewear license, including the
right to assume or reject the license. The rejection of the license would have a
material adverse affect on the Company. The Company has received no indication
or notice from the licensor regarding the licensor's intentions with respect to
the license agreement.

         DEPENDENCE UPON SALES TO RETAIL OPTICAL CHAINS

         Net sales to major optical retail chains amounted to 35% and 32% of net
sales in fiscal years 2002 and 2003, respectively. Net sales to EyeCare Centers
of America in fiscal 2002 and fiscal 2003 amounted to 13% and 11% of the
Company's net sales for such fiscal years. The loss of one or more major optical
retail chains as a customer would have a material adverse affect on the
Company's business.

         APPROVAL REQUIREMENTS OF BRAND-NAME LICENSORS

         The Company's business is predominantly based on its brand-name
licensing relationships. Each of the Company's licenses requires mutual
agreement of the parties for significant matters. Each of these licensors has
final approval over all eyeglass frames and other products bearing the
licensor's proprietary marks, and the frames must meet the licensor's general
design specifications and quality standards. Consequently, each licensor may, in
the exercise of its approval rights, delay the distribution of eyeglass frames
bearing its proprietary marks. The Company expects that each future license it
obtains will contain similar approval provisions. Accordingly, there can be no
assurance that the Company will be able to continue to maintain good
relationships with each licensor, or that the Company will not be subject to
delays resulting from disagreements with, or an inability to obtain approvals
from, its licensors.

         LIMITATIONS ON ABILITY TO DISTRIBUTE OTHER BRAND-NAME EYEGLASS FRAMES

         Each of the Company's licenses limits the Company's right to market and
sell products with competing brand names. The Laura Ashley license prohibits the
Company from selling any range of designer eyewear that is similar to Laura
Ashley Eyewear in price and style, market position and market segment. The Eddie
Bauer license and the bebe license prohibit the Company from entering into
license agreements with companies which Eddie Bauer and bebe, respectively,
believe are its direct competitors. The Hart Schaffner & Marx license prohibits
the Company from marketing and selling another men's brand of eyeglass frames
under a well-known fashion name with a wholesale price in excess of $40. The
Company expects that each future license it obtains will contain some
limitations on competition within market segments. The Company's growth,
therefore, will be limited to capitalizing on its existing licenses in the
prescription eyeglass market, introducing eyeglass frames in other segments of
the prescription eyeglass market, and manufacturing and distributing products
other than prescription eyeglass frames such as sunglasses. In addition, there
can be no assurance that disagreements will not arise between the Company and
its licensors regarding whether certain brand-name lines would be prohibited by
their respective license agreements. Disagreements with licensors could
adversely affect sales of the Company's existing eyeglass frames or prevent the
Company from introducing new eyewear products in market segments the Company
believes are not being served by its existing products.

         PRODUCT RETURNS

         The Company has a product return policy that it believes is standard in
the optical industry and is followed by its competitors. Under that policy, the
Company generally accepts returns of non-discontinued product for credit, upon
presentment and without charge, and as a general policy the Company does not
make cash refunds. The Company's product returns for fiscal years 2002 and 2003
amounted to 22% and 22% of gross sales (sales before returns), respectively. The
Company anticipates that product returns may increase as a result of the
downturn in the optical frame industry and general economic conditions. The
Company maintains reserves for product returns that which it considers adequate;
however, an increase in returns that significantly exceeds the amount of those
reserves would have a material adverse impact on the Company's business,
operating results and financial condition.

         AVAILABILITY OF VISION CORRECTION ALTERNATIVES

         The Company's future success could depend to a significant extent on
the availability and acceptance by the market of vision correction alternatives
to prescription eyeglasses, such as contact lenses and refractive (optical)
surgery. While the

                                        17
<PAGE>

Company does not believe that contact lenses, refractive surgery or other vision
correction alternatives materially and adversely impact its business at present,
there can be no assurance that technological advances in, or reductions in the
cost of, vision correction alternatives will not occur in the future, resulting
in their more widespread use. Increased use of vision correction alternatives
could result in decreased use of the Company's eyewear products, which would
have a material adverse impact on the Company's business, operating results and
financial condition.

         COMPETITION

         The markets for prescription eyewear are intensely competitive. There
are thousands of frame styles, including hundreds with brand names. At retail,
the Company's eyewear styles compete with styles that do and do not have brand
names, styles in the same price range, and styles with similar design concepts.
To obtain board space at an optical retailer, the Company competes against many
companies, both foreign and domestic, including Luxottica Group S.p.A, Safilo
Group S.p.A., Marchon Eyewear, Inc. and Marcolin S.p.A.. Signature's largest
competitors have significantly greater financial, technical, sales,
manufacturing and other resources than the Company. They also employ direct
sales forces that have existed far longer, and are significantly larger than the
Company's. At the major retail chains, the Company competes not only against
other eyewear suppliers, but also against the chains themselves, which license
some of their own brand names for design, manufacture and sale in their own
stores. Luxottica, one of the largest eyewear companies in the world, is
vertically integrated, in that it manufactures frames, distributes them through
direct sales forces in the United States and throughout the world, and owns
LensCrafters, one of the largest United States retail optical chains.

         The Company competes in its target markets through the quality of the
brand names it licenses, its marketing, merchandising and sales promotion
programs, the popularity of its frame designs, the reputation of its styles for
quality, and its pricing policies. There can be no assurance that the Company
will be able to compete successfully against current or future competitors or
that competitive pressures faced by the Company will not materially and
adversely affect its business, operating results and financial condition.

         CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

         As of June 30, 2004, the directors and executive officers of the
Company owned beneficially approximately 49% of the Company's outstanding shares
of Common Stock. As a result, the directors and executive officers control the
Company and its operations, including the approval of significant corporate
transactions and the election of at least a majority of the Company's Board of
Directors and thus the policies of the Company. The voting power of the
directors and executive officers could also serve to discourage potential
acquirors from seeking to acquire control of the Company through the purchase of
the Common Stock, which might depress the price of the Common Stock.

         NO DIVIDENDS ALLOWED

         As a California corporation, under the California General Corporation
Law, generally the Company may not pay dividends in cash or property except (i)
out of positive retained earnings or (ii) if, after giving effect to the
distribution, the Company's assets would be at least 1.25 times its liabilities
and its current assets would exceed its current liabilities (determined under
generally accepted accounting principles). At April 30, 2004, the Company had an
accumulated deficit of $20.4 million. As a result, the Company will not be able
to pay dividends for the foreseeable future. In addition, the payment of
dividends is prohibited under its credit facilities.

         POSSIBLE ANTI-TAKEOVER EFFECTS

         The Company's Board of Directors has the authority to issue up to
5,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any further vote or action by the shareholders. The Preferred
Stock could be issued with voting, liquidation, dividend and other rights
superior to those of the Common Stock. The Company issued 1,200,000 shares of
Series A Preferred in the recapitalization, and has no present intention to
issue any other shares of Preferred Stock. However, the rights of the holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock, while providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company, which may depress the market value of
the Common Stock. In addition, each of

                                        18
<PAGE>

the Laura Ashley, Hart Schaffner & Marx, Eddie Bauer and bebe licenses allows
the licensor to terminate its license upon certain events which under the
license are deemed to result in a change in control of the Company unless the
change of control is approved by the licensor. The licensors' rights to
terminate their licenses upon a change in control of the Company could have the
effect of discouraging a third party from acquiring or attempting to acquire a
controlling portion of the outstanding voting stock of the Company and could
thereby depress the market value of the Common Stock.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risks, which include foreign exchange
rates and changes in U.S. interest rates. The Company does not engage in
financial transactions for trading or speculative purposes.

         FOREIGN CURRENCY RISKS. At any month-end during the quarter ended April
30, 2004, a maximum of $1.5 million were payable in foreign currency. These
foreign currencies included Japanese yen. Any significant change in foreign
currency exchange rates could therefore materially affect the Company's
business, operating results and financial condition. To monitor risks associated
with currency fluctuations, the Company on a weekly basis assesses the
volatility of certain foreign currencies and reviews the amounts and expected
payment dates of its purchase orders and accounts payable in those currencies.
Based on those factors, the Company may from time to time mitigate some portion
of that risk by purchasing forward commitments to deliver foreign currency to
the Company. The Company held no forward commitments for foreign currencies at
April 30, 2004.

         International sales accounted for approximately 14.4% of the Company's
net sales in the three months ended April 30, 2004. Although the Company's
international sales are principally in United States dollars, sales to
international customers may also be affected by changes in demand resulting from
fluctuations in interest and currency exchange rates. There can be no assurance
that these factors will not have a material adverse effect on the Company's
business, operating results and financial condition. For frames purchased other
than from Hong Kong/China manufacturers, the Company pays for its frames in the
currency of the country in which the manufacturer is located and thus the costs
(in United States dollars) of the frames vary based upon currency fluctuations.
Increases and decreases in costs (in United States dollars) resulting from
currency fluctuations generally do not affect the price at which the Company
sells its frames, and thus currency fluctuation can impact the Company's gross
margin.

         INTEREST RATE RISK. The Company's credit facilities existing at April
30, 2004 had fixed interest rates. Accordingly, the Company does not believe it
is subject to material interest rate risk.

         In addition, the Company has fixed income investments consisting of
cash equivalents, which are also affected by changes in market interest rates.
The Company does not use derivative financial instruments in its investment
portfolio. The Company places its cash equivalents with high-quality financial
institutions, limits the amount of credit exposure to any one institution and
has established investment guidelines relative to diversification and maturities
designed to maintain safety and liquidity.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company's management, with the participation of the Chief Executive
Officer and Chief Financial Officer, has conducted an evaluation of the
effectiveness of the Company's disclosure controls and procedures pursuant to
Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as of the end
of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer believe that the Company's
disclosure controls and procedures reasonably ensure that information required
to be disclosed by the Company in this annual report has been made known to them
in a timely manner.

         There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

                                       19
<PAGE>

PART II.


                                OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         See Exhibit Index Attached

         Reports on Form 8-K

                None






























                                       20
<PAGE>

                                   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: July 9, 2004                        SIGNATURE EYEWEAR, INC.


                                          By: /s/ Michael Prince
                                              -------------------------------
                                              Michael Prince
                                              Chief Executive Officer
                                              Chief Financial Officer





















                                       21
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number     Exhibit Description
------     -------------------

 31.1      Certification Pursuant to SEC Rule 13a-14(a)/15d-14(a)

 32.1      Certification Pursuant to 18 U.S.C.ss.  1350































                                       22