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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

     For the quarterly period ended April 30, 2009

                                       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)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate  by  checkmark  whether  the  registrant:  (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  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. |X| Yes |_| No

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See definition of "large accelerated  filer,"  "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  |_|                              Accelerated Filer  |_|
Non-accelerated Filer    |_|                      Smaller reporting company  |X|
(Do not check if a smaller
reporting company)

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  6,955,639 shares issued and
outstanding as of June 5, 2009.

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

                             SIGNATURE EYEWEAR, INC.

                               INDEX TO FORM 10-Q

PART I         FINANCIAL INFORMATION                                        Page

Item 1         Financial Statements

               Balance Sheets                                                  3

               Statements of Income                                            5

               Statements of Cash Flows                                        6

               Notes to the Financial Statements                               7

Item 2         Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                   11

Item 3         Quantitative and Qualitative Disclosures About Market Risk     14

Item 4         Controls and Procedures                                        14

PART II        OTHER INFORMATION

Item 1         Legal Proceedings                                              15

Item 1A        Risk Factors                                                   15

Item 2         Unregistered Sales of Equity Securities and Use of Proceeds    15

Item 3         Defaults upon Senior Securities                                15

Item 4         Submission of Matters to a Vote of Security Holders            15

Item 5         Other Information                                              15

Item 6         Exhibits                                                       15


                                       2
<PAGE>

PART I.
                              FINANCIAL INFORMATION


Item 1.   Financial Statements

<TABLE><CAPTION>
                                                                                 SIGNATURE EYEWEAR, INC.
                                                                                          BALANCE SHEETS
                                                                           AT APRIL 30, 2009 (UNAUDITED)
                                                                          AND OCTOBER 31, 2008 (AUDITED)
--------------------------------------------------------------------------------------------------------


                                                 ASSETS

                                                                            April 30,        October 31,
                                                                              2009              2008
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
CURRENT ASSETS

    Cash and cash equivalents                                             $    334,047      $    305,628
    Accounts receivable - trade, net of allowance for
       doubtful accounts of $42,163                                          3,044,110         2,809,135
    Inventory                                                                4,729,326         5,607,178
    Promotional products and materials                                         216,295           133,618
    Prepaid expenses and other current assets                                  297,796           394,934
    Deferred income taxes                                                      376,500           376,500
                                                                          ------------      ------------

          Total current assets                                               8,998,074         9,626,993

PROPERTY AND EQUIPMENT, NET                                                    344,969           369,935
DEPOSITS AND OTHER ASSETS                                                      108,326           107,656
DEFERRED INCOME TAXES                                                        2,600,700         2,600,700
                                                                          ------------      ------------

            TOTAL ASSETS                                                  $ 12,052,069      $ 12,705,284
                                                                          ============      ============





              The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       3
<PAGE>
<TABLE><CAPTION>

                                                                                 SIGNATURE EYEWEAR, INC.
                                                                                          BALANCE SHEETS
                                                                           AT APRIL 30, 2009 (UNAUDITED)
                                                                          AND OCTOBER 31, 2008 (AUDITED)
--------------------------------------------------------------------------------------------------------


                                LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                            April 30,        October 31,
                                                                              2009              2008
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
CURRENT LIABILITIES
    Accounts payable - trade                                              $  4,283,987      $  5,053,341
    Accrued expenses and other current liabilities                           1,599,620         1,853,586
    Current portion of long-term debt                                          290,000           290,000
                                                                          ------------      ------------

       Total current liabilities                                             6,173,607         7,196,927

LONG-TERM DEBT, net of current portion                                       4,575,000         4,620,000
                                                                          ------------      ------------

          Total liabilities                                                 10,748,607        11,816,927
                                                                          ------------      ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Preferred stock, $0.001 par value
       5,000,000 shares authorized
          Series A 2% convertible preferred stock, $0.001
            par value; liquidation preference (approximately $906,000
            at April 30, 2009 and $897,000 at October 31, 2008,
            respectively) 1,360,000 shares authorized
          1,200,000 issued and outstanding                                       1,200             1,200
    Common stock, $0.001 par value
       30,000,000 shares authorized
       6,955,639 shares issued and outstanding at
          April 30, 2009 and October 31, 2008                                    6,956             6,956
    Additional paid-in capital                                              15,656,812        15,656,812
    Accumulated deficit                                                    (14,361,506)      (14,776,611)
                                                                          ------------      ------------

            Total shareholders' equity                                       1,303,462           888,357
                                                                          ------------      ------------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $ 12,052,069      $ 12,705,284
                                                                          ============      ============





              The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       4
<PAGE>
<TABLE><CAPTION>

                                                                                             SIGNATURE EYEWEAR, INC.
                                                                                                STATEMENTS OF INCOME
                                                FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2009 (UNAUDITED)
                                                                                      AND APRIL 30, 2008 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------

                                                  For the Three Months Ended           For the Six Months Ended
                                                ------------------------------      ------------------------------
                                                    2009              2008              2009              2008
                                                ------------      ------------      ------------      ------------
<S>                                             <C>               <C>               <C>               <C>
Net sales                                       $  6,111,339      $  6,685,705      $ 12,070,694      $ 12,240,963
Cost of sales                                      2,204,263         2,410,786         4,314,979         4,390,219
                                                ------------      ------------      ------------      ------------

Gross profit                                       3,907,076         4,274,919         7,755,715         7,850,744
                                                ------------      ------------      ------------      ------------

Operating expenses
    Selling                                        2,220,120         2,494,345         4,358,937         4,427,327
    General and administrative                     1,379,957         1,469,453         2,804,082         2,858,946
    Depreciation and amortization                     36,838            26,889            71,666            48,636
                                                ------------      ------------      ------------      ------------
      Total operating expenses                     3,636,915         3,990,687         7,234,685         7,334,909
                                                ------------      ------------      ------------      ------------

Income from operations                               270,161           284,232           521,030           515,835
                                                ------------      ------------      ------------      ------------

Interest expense/other, net                          (52,734)          (71,491)         (103,777)         (151,522)

Income before taxes                                  217,427           212,741           417,253           364,313
Income taxes, net                                      1,067             1,115             2,148             2,211
                                                ------------      ------------      ------------      ------------

Net income                                           216,360           211,626           415,105           362,102
Preferred Stock Dividend                              (4,000)           (4,000)           (9,000)           (8,000)
Net income available to common shareholders     $    212,360      $    207,626      $    406,105      $    354,102
                                                ============      ============      ============      ============
Basic earnings per share                        $       0.03      $       0.03      $       0.06      $       0.05
                                                ============      ============      ============      ============

Diluted earnings per share                      $       0.03      $       0.03      $       0.05      $       0.04
                                                ============      ============      ============      ============

Weighted-average common shares
    outstanding - Basic                            6,955,639         6,865,502         6,955,639         6,860,571
                                                ============      ============      ============      ============

Weighted-average common shares
    outstanding - Diluted                          8,307,472         8,190,750         8,307,472         8,185,819
                                                ============      ============      ============      ============


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

</TABLE>
                                       5
<PAGE>
<TABLE><CAPTION>
                                                                                 SIGNATURE EYEWEAR, INC.
                                                                                STATEMENTS OF CASH FLOWS
                                                       FOR THE SIX MONTHS ENDED APRIL 30, 2009(UNAUDITED
                                                                          AND APRIL 30, 2008 (UNAUDITED)
--------------------------------------------------------------------------------------------------------

                                                                              2009              2008
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                             $    415,105      $    362,102
   Adjustments to reconcile net income
     to net cash provided by (used in)
     operating activities:
       Depreciation and amortization                                            71,666            48,636
       (Increase) decrease in:
         Accounts receivable - trade                                          (234,976)         (159,381)
         Inventories                                                           877,851          (158,571)
         Promotional products and materials                                    (82,677)           27,598
         Prepaid expenses and other current assets                              97,138           (58,055)
       Increase (decrease) in:
         Accounts payable - trade                                             (769,354)          (37,312)
         Accrued expenses and other current liabilities                       (253,966)          (55,022)
                                                                          ------------      ------------

Net cash provided by (used in) operating activities                            120,787           (30,005)
                                                                          ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                          (46,698)          (88,134)
   Deposits and other assets                                                      (670)           (2,271)
                                                                          ------------      ------------

Net cash used in investing activities                                          (47,368)          (90,405)
                                                                          ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on short-term debt                                                    --             (75,100)
   Payments on long-term debt                                                 (145,000)         (217,500)
   Borrowings on long-term debt                                                100,000           100,000
   Proceeds from sale of common stock                                             --              67,000
                                                                          ------------      ------------

Net cash used in financing activities                                          (45,000)         (125,600)
                                                                          ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            28,419          (246,010)


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 305,628           461,080
                                                                          ------------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $    334,047      $    215,070
                                                                          ============      ============


SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION

     INTEREST PAID                                                        $     62,194      $    104,221
                                                                          ============      ============

     INCOME TAXES PAID                                                    $      2,148      $      2,211
                                                                          ============      ============



             The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       6
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

    (Information as of April 30, 2009 and for the three and six months ended
                     April 30, 2009 and 2008 is 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.
The Company conducts its operations primarily from its principal executive
offices and warehouse in Inglewood, California, and 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-X. 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, 2008.
The results of operations for the six months ended April 30, 2009 are not
necessarily indicative of the results that may be expected for the year ending
October 31, 2009.

Inventory
---------

         Inventory consists of finished goods, which are valued at the lower of
cost or market. Cost is computed using the weighted-average cost, which
approximates actual cost on a first-in, first-out basis.

         The Company regularly and periodically evaluates its inventory to
ensure that it is valued at the lower of cost or market based on current market
trends, product history and turnover.

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
Leasehold improvements                   Term of the lease or the estimated life
                                         of the related improvements, whichever
                                         is shorter

                                       7
<PAGE>

         Expenditures for major renewals and betterments that extend the useful
lives of property and equipment are capitalized.

Fair Value of Financial Instruments
-----------------------------------

         For certain of the Company's financial instruments, including cash and
cash equivalents, accounts receivable, accounts payable-trade, and line of
credit, the carrying amounts approximate fair value due to their short-term
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.

Income per Share
----------------

         The Company calculates income per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Basic
income per share is computed by dividing the income available to common
shareholders by the weighted-average number of common shares outstanding.
Diluted income per share is computed similar to basic income 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 following data
show the amounts used in computing earnings per share and the effect on the
weighted average number of shares of dilutive potential common stock:

                                       Income          Shares        Per Share
Three months ended April 30, 2009    (Numerator)    (Denominator)      Amount
                                    ------------    ------------    ------------
Basic earnings per share            $    212,360       6,955,639    $       0.03
Conversion of preferred stock              4,000       1,351,833            0.00
                                    ------------    ------------    ------------

Diluted earnings per share          $    216,360       8,307,472    $       0.03
                                    ============    ============    ============

                                       Income          Shares        Per Share
Three months ended April 30, 2008    (Numerator)    (Denominator)      Amount
                                    ------------    ------------    ------------
Basic earnings per share            $    207,626       6,865,502    $       0.03
Conversion of preferred stock              4,000       1,325,248            0.00
                                    ------------    ------------    ------------

Diluted earnings per share          $    211,626       8,190,750    $       0.03
                                    ============    ============    ============

                                       8
<PAGE>

                                       Income           Shares        Per Share
Six months ended April 30, 2009      (Numerator)    (Denominator)      Amount
                                    ------------    ------------    ------------
Basic earnings per share            $    406,105       6,955,639    $       0.06
Conversion of preferred stock              9,000       1,351,833            0.01
                                    ------------    ------------    ------------

Diluted earnings per share          $    415,105       8,307,472    $       0.05
                                    ============    ============    ============

                                       Income          Shares        Per Share
Six months ended April 30, 2008      (Numerator)    (Denominator)      Amount
                                    ------------    ------------    ------------

Basic earnings per share            $    354,102       6,860,571    $       0.05
Conversion of preferred stock              8,000       1,325,248            0.01
                                    ------------    ------------    ------------

Diluted earnings per share          $    362,102       8,185,819    $       0.04
                                    ============    ============    ============

         The following potential common shares have been excluded from the
computations of diluted income per share for the three and six months ended
April 30, 2009 and 2008 because the effect would have been anti-dilutive:

                                         2009             2008
                                     ------------     ------------

         Stock options                     32,900           34,300
         Warrants                         300,000          300,000
                                     ------------     ------------
            Total                         332,900          334,300
                                     ============     ============

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 were not material for the
three months and six months ended April 30, 2009 and 2008.

Estimates
---------

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

Significant Recent Accounting Pronouncements
--------------------------------------------

         In April 2009, the Financial Accounting Standards Board ("FASB") issued
FASB Staff Position ("FSP") FAS 107-1/APB 28-1 ("FSP 107-1"), Interim
Disclosures about Fair Value of Financial Instruments. This pronouncement
amended SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosure of the carrying amount and the fair value of all financial
instruments for interim reporting periods and annual financial statements of
publicly traded companies (even if the financial instrument is not recognized in
the balance sheet), including the methods and significant assumptions used to
estimate the fair values and any changes in such methods and assumptions. FSP
107-1 also amended APB Opinion No. 28, "Interim Financial Reporting," to

                                       9
<PAGE>

require disclosures in summarized financial information at interim reporting
periods. FSP 107-1 is effective for interim reporting periods ending after June
15, 2009, with early adoption permitted for periods ended after March 15, 2009
if a company also elects to early adopt FSP FAS 157-4 ("FSP 157-4"),
"Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly," and FSP FAS 115-2/FAS 124-2, "Recognition and Presentation of
Other-Than-Temporary Impairments," which was also issued by the FASB in April
2009. Management is evaluating the impact the FSP will have on the Company's
financial statement disclosures.

         FSP 157-4 generally applies to all assets and liabilities within the
scope of any accounting pronouncements that require or permit fair value
measurements. This pronouncement, which does not change SFAS No. 157, "Fair
Value Measurements" ("SFAS 157") guidance regarding Level 1 inputs, requires the
entity to (i) evaluate certain factors to determine whether there has been a
significant decrease in the volume and level of activity for the asset or
liability when compared with normal market activity, (ii) consider whether the
preceding indicates that transactions or quoted prices are not determinative of
fair value and, if so, whether a significant adjustment thereof is necessary to
estimate fair value in accordance with SFAS No. 157, and (iii) ignore the intent
to hold the asset or liability when estimating fair value. FSP 157-4 also
provides guidance to consider in determining whether a transaction is orderly
(or not orderly) when there has been a significant decrease in the volume and
level of activity for the asset or liability, based on the weight of available
evidence. This pronouncement is effective for interim and annual reporting
periods ending after June 15, 2009, and shall be applied prospectively. Early
adoption of FSP 157-4 also requires early adoption of the pronouncement
described in the following paragraph. However, early adoption for periods ended
before March 15, 2009 is not permitted. Management is evaluating the impact the
FSP will have on the Company's financial statement disclosures.

         In April 2009, the FASB issued FSP FAS 115-2 and 124-2 ("FSP
115-2/124-2"), which amends the other-than-temporary impairment ("OTTI")
recognition guidance in certain existing U.S. GAAP (including SFAS No. 115 and
130, FSP FAS 115-1/FAS 124-1, and EITF Issue 99-20) for debt securities
classified as available-for-sale and held-to-maturity. FSP 115-2/124-2 requires
the entity to consider (i) whether the entire amortized cost basis of the
security will be recovered (based on the present value of expected cash flows),
and (ii) its intent to sell the security. Based on the factors described in the
preceding sentence, this pronouncement also explains the process for determining
the OTTI to be recognized in "other comprehensive income" (generally, the
impairment charge for other than a credit loss) and in earnings. FSP 115-2/124-2
does not change existing recognition or measurement guidance related to OTTI of
equity securities. This pronouncement is effective as described in the preceding
paragraph. Certain transition rules apply to debt securities held at the
beginning of the interim period of adoption when an OTTI was previously
recognized. If an entity early adopts either FSP 107-1 or FSP 157-4, the entity
is also required to early adopt this pronouncement. In addition, if an entity
early adopts FSP 115-2/124-2, it is also required to early adopt FSP 157-4.
Management is evaluating the impact the FSP will have on the Company's financial
statement disclosures.

         The pronouncements described in the immediately preceding three
paragraphs do not require any of the new disclosures for earlier periods (ended
before initial adoption) that are presented for comparative purposes.

         The recent accounting pronouncements discussed in the notes to the
Company's audited financial statements for the year October 31, 2008 included in
the Company's Annual Report on Form 10-K that were required to be adopted during
the year ended  October  31,  2008 did not have and are not  expected  to have a
significant impact on the Company's 2009 financial statements.

                                       10
<PAGE>

NOTE 3.  LONG-TERM DEBT

         Long-term debt (excluding accrued and unpaid interest) consisted of the
following at the dates indicated:

<TABLE><CAPTION>
                                                                  April 30,       October 31,
                                                                    2009             2008
                                                                ------------     ------------
<S>                                                             <C>              <C>
     Revolving line of credit from bank                         $  3,000,000     $  2,900,000
     Revolving line of credit from Bluebird Finance Limited        1,740,000        1,885,000
     Term note payable to Ashford Capital, LLC.                      125,000          125,000
                                                                ------------     ------------
                                                                   4,865,000        4,910,000

     Less current portion                                            290,000          290,000
                                                                ------------     ------------
             Long-term portion                                  $  4,575,000     $  4,620,000
                                                                ============     ============
</TABLE>

NOTE 4.  INCOME TAXES

         As of April 30, 2009, the Company had net operating loss carry-forwards
for federal and state income tax purposes of approximately $15,156,000 and
$4,271,000, respectively, which expire at various times from 2021 through 2027.

         The Company has recorded a partial benefit for income taxes based on
these net operating loss carryforwards. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not a portion of deferred tax assets will not be realized.

         Realization of this deferred tax asset is dependent on the Company's
ability to generate future taxable income. Management believes that it is more
likely than not that the Company will generate taxable income to utilize some of
the tax carry-forwards before their expiration. However, there can be no
assurance that the Company will meet its expectation of future income. As a
result, the amount of the deferred tax asset considered realizable could be
reduced in the near term if estimates of future taxable income are reduced. Such
occurrence could materially adversely affect the Company's results of operations
and financial condition.

         FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
("FIN 48") seeks to reduce the diversity in practice associated with certain
aspects of measurement and recognition in accounting for income taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position that an entity takes or
expects to take in a tax return. Additionally, FIN 48 provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. Under FIN 48, an entity may only recognize
or continue to recognize tax positions that meet a "more likely than not"
threshold. We adopted FIN 48 on January 1, 2007. As a result of adoption of FIN
48, we recognized no liability for unrecognized income tax benefits.
Additionally, we recognized no interest and penalties related to uncertain tax
positions and, as of and for the year ended December 31, 2008, we have no
accrued interest related to uncertain tax positions.


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,
contains 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 Item 1 - Business - Factors That May
Affect Our Future Operating Results, in our Form 10-K for the year ended October
31, 2008 as well as those discussed elsewhere in this Form 10-Q. Those
forward-looking statements may 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.

                                       11
<PAGE>

OVERVIEW

         We generate revenues through the sale of prescription eyeglass frames
and sunwear under licensed brand names, including bebe, Carmen Marc Valvo,
Cutter & Buck, Dakota Smith, Hart Schaffner Marx, Hummer, Laura Ashley, Michael
Stars and Nicole Miller, and under our proprietary Signature brand. Our cost of
sales consists primarily of purchases from foreign contract manufacturers that
produce frames and cases to our specifications.

         We reported net income of $216,000 on net sales of $6.1 million for the
three months ended April 30, 2009 (the "2009 Quarter") compared to net income of
$212,000 on net sales of $6.7 million for the three months ended April 30, 2008
(the "2008 Quarter"). We reported net income of $415,000 on net sales of $12.1
million for the six months ended April 30, 2009 (the "2009 Six Months") compared
to net income of $362,000 on net sales of $12.2 million for the six months ended
April 30, 2008 (the "2008 Six Months"). The decrease in net sales in the 2009
Quarter was due to the deepening global recession in 2009. The increase in net
income in the 2009 periods was due primarily to lower operating expenses and a
reduction in interest expense.

RESULTS OF OPERATIONS

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

                                   Three Months Ended   Six Months Ended
                                        April 30,           April 30,
                                    ----------------    ----------------
                                     2009      2008      2009      2008
                                    ------    ------    ------    ------
Net sales                            100.0%    100.0%    100.0%    100.0%
Cost of sales                         36.1      36.1      35.7      35.9
                                    ------    ------    ------    ------
Gross profit                          63.9      63.9      64.3      64.1
                                    ------    ------    ------    ------
Operating expenses:
    Selling                           36.3      37.3      36.1      36.2
    General and administrative        22.6      22.0      23.2      23.4
    Depreciation and amortization      0.6       0.4       0.6       0.4
                                    ------    ------    ------    ------
         Total operating expenses     59.5      59.7      59.9      60.0
                                    ------    ------    ------    ------
 Income from operations                4.4       4.2       4.4       4.1
                                    ------    ------    ------    ------
 Interest expense/other, net          (0.9)     (1.1)     (0.9)     (1.2)
                                    ------    ------    ------    ------
 Income before taxes                   3.5       3.1       3.5       2.9
                                    ------    ------    ------    ------
 Income taxes, net                     0.0       0.0       0.0       0.0
                                    ------    ------    ------    ------
 Net income                            3.5%      3.1%      3.5%      2.9%
                                    ======    ======    ======    ======


         Net Sales. Net sales decreased by 8.6% or $574,000 from the 2008
Quarter to the 2009 Quarter and by 1.4% or $170,000 from the 2008 Six Months to
the 2009 Six Months. Unit sales decreased in the fiscal 2009 periods, as the
global recession continues to affect the optical frame industry. However, the
average sales price of our frames increased due to decreased close out sales and
decreased international sales, which are generally at lower prices. Sales of our
largest line, bebe eyewear, increased in the fiscal 2009 periods, and net sales
in the fiscal 2009 periods were also positively impacted by the introduction of
Carmen Marc Valvo Eyewear in the spring of 2008 and Michael Stars Eyewear in the
winter of 2009. However, sales of most of our other lines decreased.

                                       12
<PAGE>

         Direct sales to independent optical retailers and distributors
decreased $109,000 in the 2009 Quarter and increased $161,000 in the 2009 Six
Months. Sales to optical and retail chains decreased $139,000 in the 2009
Quarter and increased $146,000 in the 2009 Six Months. International sales
decreased $272,000 in the 2009 Quarter and decreased $412,000 in the 2009 Six
Months due primarily to the weak global optical market.

         Net sales reflect gross sales less a reserve for product returns
established by us based on products that we are aware will be returned as of
that date. Our reserves were $440,000 and $443,000 at April 30, 2009 and October
31, 2008, respectively. We had $1.0 million and $805,000 in product returns for
the 2009 Quarter and 2008 Quarter, respectively, resulting in a product returns
percentage of 16.4% and 12.0%, respectively. We had $1.8 million and $1.6
million in product returns for the 2009 Six Months and 2008 Six Months,
respectively, resulting in a product returns percentage of 14.6% and 12.8%,
respectively.

         Gross Profit and Gross Margin. Gross profit decreased $368,000 from the
2008 Quarter to the 2009 Quarter and $95,000 from the 2008 Six Months to the
2009 Six Months due to decreased sales. Gross margin was 63.9% in the 2009
Quarter and in the 2008 Quarter, and increased to 64.3% in the 2009 Six Months
from 64.1% in the 2008 Six Months.

         Selling Expenses. Selling expenses decreased $274,000 from the 2008
Quarter to the 2009 Quarter primarily due to decreases of $67,000 in advertising
expense, $58,000 in royalty expense, $49,000 in freight expense, $44,000 in
selling compensation and $43,000 in travel expense. Selling expenses decreased
$68,000 from the 2008 Six Months to the 2009 Six Months primarily due to
decreases of $65,000 in convention expense and $45,000 in advertising expense
offset by $77,000 increase in selling compensation.

         General and Administrative Expenses. General and administrative
expenses for the 2009 Quarter and 2009 Six Months decreased $89,000 and $55,000,
respectively, from the 2008 Quarter and 2009 Six Months primarily due to a
reduction in staff and other overhead in our Belgium office.

         Interest Expense/Other, Net. Interest expense, net, consists of
interest expense offset by other income. Interest expense, net, decreased
$19,000 in the 2009 Quarter and $48,000 in the 2009 Six Months primarily due to
reductions in the interest rate on our revolving line of credit.

         Income Taxes. As a result of our net loss carry-forward, we had no
income tax expense other than franchise taxes in various states in the 2009
Quarter or the 2008 Quarter.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Our accounts receivable (net of allowance for doubtful accounts) were
$3.0 million at April 30, 2009 compared to $2.8 million at October 31, 2008, due
principally to the fact that sales in the 2009 Quarter were greater than sales
in the fourth quarter of fiscal 2008.

         Our inventories (at lower of cost or market) were $4.7 million at April
30, 2009 compared to $5.6 million at October 31, 2008. The decrease was due to
our continuing efforts to reduce our inventory levels taking into account
current economic conditions.

         Our long-term debt (including current portion) was $4.9 million at
October 31, 2008 and at April 30, 2009. See Note 4 of Notes to Financial
Statements for further information regarding our

                                       13
<PAGE>

long-term debt. At April 30, 2009, the interest rate on our revolving line of
credit was 3.75% per annum and we had $1.4 million of additional borrowing
capacity under that line.

         Of our accounts payable at April 30, 2009, approximately $319,000 were
payable in foreign currency. To monitor risks associated with currency
fluctuations, we periodically assess the volatility of certain foreign
currencies and review the amounts and expected payment dates of our purchase
orders and accounts payable in those currencies.

         We believe that, at least for the next four fiscal quarters, assuming
that there are no unanticipated material adverse developments, we continue to be
in compliance with our credit facilities and we maintain current sales levels,
our cash flows from operations and through credit facilities will be sufficient
to enable us to pay our debts and obligations as they mature.

INFLATION

         We do not believe our business and operations have been materially
affected by inflation.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures (as defined in Exchange
Act Rule 13a-15(e)) that are designed to assure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.

         In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide reasonable assurance only of achieving the
desired control objectives, and management necessarily is required to apply its
judgment in weighing the costs and benefits of possible new or different
controls and procedures. Limitations are inherent in all control systems, so no
evaluation of controls can provide absolute assurance that all control issues
and any fraud within the company have been detected.

         As required by Exchange Act Rule 13a-15(b), as of the end of the period
covered by this report, management, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer (the
same person has both titles), evaluated the effectiveness of our disclosure
controls and procedures. Based on this evaluation, management concluded that our
disclosure controls and procedures were effective as of that date.

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

                                       14
<PAGE>

                                    PART II.
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Nothing to report.

ITEM 1A.  RISK FACTORS

         Not applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         Nothing to report.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Nothing to report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Nothing to report.

ITEM 5.  OTHER INFORMATION

         Nothing to report.

ITEM 6.  EXHIBITS

         See Exhibit Index Attached


                                       15
<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: June 9, 2009                     SIGNATURE EYEWEAR, INC.


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

















                                       16
<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

























                                       17