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

                             Washington, D.C. 20549

                                   FORM 10-Q/A


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


                 For the quarterly period ended January 31, 2006

                                       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: 6,301,889 shares issued and
outstanding as of February 28, 2006.
================================================================================
<PAGE>
                                EXPLANATORY NOTE

     This Amendment No. 1 to Form 10-Q is being filed to correct typographical
errors in Note 4 of the Notes to Financial Statements discovered after the
initial filing. There are no other changes in this Amendment.
<PAGE>


                             SIGNATURE EYEWEAR, INC.

                               INDEX TO FORM 10-Q

PART I    FINANCIAL INFORMATION                                             PAGE
                                                                            ----
Item 1    Financial Statements                                                2
          Balance Sheets                                                      2
          Statements of Operations                                            4
          Statements of Cash Flows                                            5
          Notes to the Financial Statements                                   7
Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                10
Item 3    Quantitative and Qualitative Disclosures about Market Risk         12
Item 4    Controls and Procedures                                            13


PART II   OTHER INFORMATION

Item 6    Exhibits                                                           14














                                        1
<PAGE>
                                     PART I.
                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

                                                         SIGNATURE EYEWEAR, INC.
                                                                   BALANCE SHEET
                               OCTOBER 31, 2005 AND JANUARY 31, 2006 (UNAUDITED)
--------------------------------------------------------------------------------

                                     ASSETS

                                                     January 31,   October 31,
                                                         2006          2005
                                                     -----------   -----------
Current assets

     Cash and cash equivalents                       $   444,441   $   735,654
     Certificate of deposit, restricted                  250,000       250,000
     Accounts receivable - trade, net of
       allowance for doubtful accounts of
       $141,229 and $141,603                           3,512,196     3,048,381
     Inventory                                         5,826,320     5,003,652
     Promotional products and materials                   63,550        48,143
     Prepaid expenses and other current assets           233,057       178,400
     Deferred income taxes                               142,000       127,500
                                                     -----------   -----------
             Total current assets                     10,471,564     9,391,730

Property and equipment, net                              602,240       644,194
Total deposits and other assets                          129,367       128,831
Deferred income taxes                                    204,000       178,500
                                                     -----------   -----------
                Total assets                         $11,407,171   $10,343,255
                                                     ===========   ===========







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

                                        2
<PAGE>

                                                         SIGNATURE EYEWEAR, INC.
                                                                   BALANCE SHEET
                               OCTOBER 31, 2005 AND JANUARY 31, 2006 (UNAUDITED)
--------------------------------------------------------------------------------

                      LIABILITIES AND SHAREHOLDERS' DEFICIT


                                                     January 31,    October 31,
                                                        2006           2005
                                                    ------------   ------------
Current liabilities
  Accounts payable - trade                          $  5,839,640   $  4,671,477
  Accrued expenses and other current liabilities       1,716,292      1,776,280
  Reserve for customer returns                           290,810        290,810
  Current portion of long-term debt                      671,998        661,989
                                                    ------------   ------------
    Total current liabilities                       $  8,518,740   $  7,400,556

Long-term debt, net of current portion                 6,217,487      6,391,647
                                                    ------------   ------------
    Total liabilities                                 14,736,227     13,792,203
                                                    ------------   ------------
Commitments and contingencies

Shareholders' deficit
  Preferred stock, $0.001 par value
    5,000,000 shares authorized
      Series A 2% convertible preferred stock,
      $0.001 par value;
      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
      6,301,889 shares and 6,301,889 issued
        and outstanding                                    6,302          6,302
  Additional paid-in capital                          15,287,716     15,287,716
  Accumulated deficit                                (18,624,274)   (18,744,166)
                                                    ------------   ------------
    Total shareholders' deficit                       (3,329,056)    (3,448,948)
                                                    ------------   ------------
      Total liabilities and shareholders' deficit   $ 11,407,171   $ 10,343,255
                                                    ============   ============


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

                                        3
<PAGE>

                                                         SIGNATURE EYEWEAR, INC.
                                                         STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------

                                                      2006             2005
                                                  -----------      -----------

Net sales                                         $ 5,591,693      $ 5,844,918
Cost of sales                                       1,916,497        2,070,120
                                                  -----------      -----------
Gross profit                                        3,675,196        3,774,798
                                                  -----------      -----------
Operating expenses
      Selling                                       1,992,078        1,844,029
      General and administrative                    1,422,413        1,562,692
      Depreciation and amortization                    49,118           91,148
                                                  -----------      -----------
          Total operating expenses                  3,463,609        3,497,869
                                                  -----------      -----------

Income from operations                                211,587          276,929
                                                  -----------      -----------

Other income (expense)
      Sundry income (expense)                            --               --
      Interest expense                               (129,096)        (135,217)
                                                  -----------      -----------

          Total other income (expense)               (129,096)        (135,217)
                                                  -----------      -----------

Income before provision for
      income taxes                                     82,491          141,712
Provision for income taxes                            (37,399)             800
                                                  -----------      -----------

Income                                                119,890          140,912
                                                  -----------      -----------

Net income available to common
  stock shareholders                              $   119,890      $   140,912
                                                  ===========      ===========

Diluted earnings per share                        $      0.02      $      0.02
                                                  ===========      ===========

Basic earnings per share                          $      0.02      $      0.02
                                                  ===========      ===========

Weighted-average common shares
      outstanding - Diluted                         6,360,963        6,226,889
                                                  ===========      ===========

Weighted-average common shares
      outstanding - Basic                           6,301,889        6,226,889
                                                  ===========      ===========

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

                                        4
<PAGE>

                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                           2006         2005
                                                        ----------   ----------
Cash flows from operating activities
  Net income                                            $  119,890   $  140,912
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
     Deferred tax asset                                    (40,000)        --
     Depreciation and amortization                          49,118       91,148
     Provision for bad debts                                   626        2,039
     (Increase) decrease in:
       Accounts receivable - trade                        (464,442)    (502,966)
       Inventories                                        (822,668)    (154,367)
       Promotional products and materials                  (15,407)      (7,518)
       Prepaid expenses and other current assets           (54,657)     (40,956)
     Increase (decrease) in:
       Accounts payable - trade                          1,168,163      182,727
       Accrued expenses and other current liabilities      (59,988)     107,058
                                                        ----------   ----------

Net cash provided by (used in) operating activities       (119,365)    (181,923)
                                                        ----------   ----------

Cash flows from investing activities
    Purchase of property and equipment                      (7,161)     (57,677)
    Deposits and other assets                                 (536)        (873)
                                                        ----------   ----------

Net cash provided by (used in) investing activities         (7,697)     (58,550)
                                                        ----------   ----------








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

                                        5
<PAGE>

                                                         SIGNATURE EYEWEAR, INC.
                                                        STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                           2006         2005
                                                        ----------   ----------
Cash flows from financing activities
    Net increase (decrease) in lines of credit             205,000         --
    Proceeds from short-term debt                             --        350,000
    Payments on short-term debt                           (100,000)    (100,000)
    Payments on long-term debt                            (269,151)    (103,732)
                                                        ----------   ----------

Net cash provided by (used in) financing activities       (164,151)     146,268
                                                        ----------   ----------

Net increase (decrease) in cash and cash equivalents      (291,213)     (94,205)


Cash and cash equivalents, beginning of year               735,654      522,370
                                                        ----------   ----------

Cash and cash equivalents, end of year                  $  444,441   $  428,165
                                                        ==========   ==========

Supplemental disclosures of cash
    flow information

      Interest paid                                     $   84,229   $  135,217
                                                        ==========   ==========

      Income taxes paid                                 $    2,601   $      800
                                                        ==========   ==========









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

                                        6
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (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 a
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, 2005.
The results of operations for the three months ended January 31, 2006 are not
necessarily indicative of the results that may be expected for the year ended
October 31, 2006.

Inventories
-----------

     Inventories are stated at the lower of cost (first-in first-out method) or
market.

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

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 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 (Loss) per Share
-----------------------

     The Company calculates income (loss) per share in accordance with SFAS No.
128, "Earnings per Share." Basic income (loss) per share is computed by dividing
the income (loss) available to common shareholders by the weighted-average
number of common shares outstanding. Diluted income (loss) per share is computed
similar to basic income (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 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:

                                        7
<PAGE>

                                                    THREE MONTHS ENDED
                                                     JANUARY 31, 2006
                                                    ------------------
                                                        (unaudited)
     Net income available to common stock
       shareholders                                     $  119,890
                                                        ==========
     Weighted average number of common
       shares used in basic EPS                          6,301,889

     Effect of dilutive stock options                       59,074
                                                        ----------
     Weighted average number of common shares
       and dilutive potential common shares
       used in dilutive EPS                             $6,360,963
                                                        ==========


     The Company had dilutive shares for the three months ended January 31,
2006, but did not have dilutive shares for the three months ended January 31,
2005.

     The following potential common shares have been excluded from the
computations of diluted income (loss) per share for the three months ended
January 31, 2006 and 2005 because the effect would have been anti-dilutive:

                                                   2006           2005
                                               -----------    -----------
                                               (unaudited)    (unaudited)

          Stock options                           103,100        383,000
          Warrants                                100,000        100,000
                                               -----------    -----------
             TOTAL                                203,100        483,000
                                               ===========    ===========

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.

NOTE 3. PROPERTY AND EQUIPMENT

     Property and equipment at the dates indicated consisted of the following:

                                        8
<PAGE>


                                           JANUARY 31, 2006    OCTOBER 31, 2005
                                           ----------------    ----------------
                                              (unaudited)

     Computer equipment                        $1,584,192          $1,577,915
     Leasehold improvements                     1,200,590           1,200,590
     Software                                   1,133,124           1,132,660
     Office furniture and equipment               912,756             912,756
     Machinery and equipment                      709,718             709,295
                                               ----------          ----------
                                               $5,540,380          $5,533,216

     Less accumulated depreciation and
       amortization                             4,938,140           4,889,022
                                               ----------          ----------
          TOTAL                                $  602,240          $  644,194
                                               ==========          ==========

     Depreciation and amortization expense was $49,118 and $91,148 for the three
months ended January 31, 2006 and 2005, respectively.



NOTE 4. SHORT-TERM AND LONG-TERM DEBT

     Short-term and long-term debt at the dates indicated consisted of the
following:

                                                      JANUARY 31,   OCTOBER 31,
                                                          2006          2005
                                                      -----------   -----------
                                                      (unaudited)

Term note payable to Home Loan Investment
     Corporation ("HLIC") in the original amount
     of $3,000,000, bearing interest at 10%
     per annum, secured by the assets of the
     Company, a letter of credit in the amount of
     $1,250,000 and a $250,000 certificate of
     deposit issued by HLIC; payments of interest
     only through March 2004 and thereafter
     monthly installments of principal and
     interest ($39,777) with a payment of
     $2,044,206 in April 2008                         $ 2,693,434   $ 2,744,575

Revolving line of credit from HLIC in the amount
     of $500,000, secured by the collateral
     securing the HLIC term note, bearing
     interest at 12% per annum on the outstanding
     balance, due in April 2008                           500,000       295,000

Term note payable to Bluebird Finance Limited 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                                       2,682,500     2,863,901

Note payable to a commercial bank in the original
     amount of $750,000, secured by certain
     property and equipment, 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                                             357,858       394,467

Term note payable to Eagle Star Finance in the
     original amount of $350,000, unsecured,
     bearing interest at 3% per annum payable
     in monthly installments of $50,000
     commencing in May, 2005, with the remaining
     principal and interest due on November 27,
     2005                                                     --        100,000

                                        9
<PAGE>

                                                      JANUARY 31,   OCTOBER 31,
                                                          2006          2005
                                                      -----------   -----------
                                                      (unaudited)

Term note payable to HLIC in the original amount
     of $655,693, secured by the collateral
     securing the HLIC note, bearing interest at
     12% per annum and due and payable on July
     31, 2007                                             655,693       655,693

                                                      -----------   -----------
                                                      $ 6,889,485   $ 7,053,636
Less current portion                                      671,998       661,989
                                                      -----------   -----------
                        LONG-TERM PORTION             $ 6,217,487   $ 6,391,647
                                                      ==========    ===========


NOTE 5. INCOME TAXES

     The benefit for income taxes for the three months ended January 31, 2006
includes a $40,000 decrease in the valuation allowance for deferred tax assets.
The decrease in the valuation allowance is primarily due to the Company's
determination that the future tax benefits of the net operating loss
carryforwards may be realized.

NOTE 6. CHANGE IN ACCOUNTING PRINCIPLES

Share-Based Compensation
------------------------

     The Company was required to adopt the provisions of FASB Statement No.
123R, "Share-Based Payment" ("SFAS 123R"), effective January 1, 2006. Prior to
2006, the Company used the fair value method permitted by FASB Statement No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to account for
stock options granted to employees. The Company had elected the disclosure-only
provisions of SFAS 123 and, accordingly, did not recognize compensation expense
for stock option grants.

     The provisions of SFAS 123R are applicable to stock options awarded by the
Company beginning in 2006. Under SFAS No. 123R, the Company is required to
recognize compensation expense for options granted in 2006 and thereafter. The
Company used the modified prospective application transition method in adoption
of SFAS No. 123R. Under this transition method, the Company was also required to
recognize compensation expense for the portion of awards granted before 2006 for
which the requisite service had not been rendered. Provisions of SFAS No. 123R
preclude the Company from changing the grant date fair value of awards granted
before January 1, 2006. Using the Black-Scholes-Merton option pricing model,
management has determined that the result of recognizing compensation expense
for options granted before October 31, 2005 would have an insignificant effect
on income and no effect on cash flows for the quarter ended January 31, 2006.
Furthermore, no options were granted or exercised since October 31, 2005.

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 Consolidated 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 the Company's Annual Report on Form 10-K for the year ended October 31, 2005,
as well as those discussed elsewhere in this Form 10-Q. 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 Consolidated Financial Statements and related notes and other
financial information included elsewhere in this Form 10-Q.

OVERVIEW

     The Company derives revenues through the sale of eyeglass frames under
licensed brand names, including Laura Ashley Eyewear, Eddie Bauer Eyewear, bebe
eyes, Nicole Miller Eyewear, Hart Schaffner & Marx Eyewear, Hummer

                                       10
<PAGE>

Eyegear and Dakota Smith Eyewear, and under its proprietary Signature brand. The
Company's cost of sales consists primarily of purchases from foreign contract
manufacturers that produce frames and cases to the Company's specifications.

     The Company reported net income of $120,000 for the three months ended
January 31, 2006 (the "2006 Quarter") compared to net income of $141,000 for the
three months ended January 31, 2005 (the "2005 Quarter"). This decrease in net
income was due primarily to a 4.3% decrease in net sales from $5.8 million to
$5.6 million.

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
                                                        JANUARY 31,
                                                    ------------------
                                                      2006      2005
                                                    --------  --------
     Net sales...................................     100.0%    100.0%
     Cost of sales...............................      34.3      35.4
                                                    --------  --------
     Gross profit................................      65.7      64.6
                                                    --------  --------
     Operating expenses:
          Selling................................      35.6      31.6
          General and administrative.............      25.4      26.7
          Depreciation and amortization..........       0.9       1.6
                                                    --------  --------
                  Total operating expenses.......      61.9      59.9
                                                    --------  --------
      Income from operations.....................       3.8       4.7
                                                    --------  --------
      Other income (expense), net................      (2.3)     (2.3)
                                                    --------  --------
      Income before provision for income taxes...       1.5       2.4
                                                    --------  --------
      Provision (benefit) for income taxes.......      (0.6)      0.0
                                                    --------  --------
      Net income ................................       2.1%      2.4%
                                                    ========  ========


     NET SALES. Net sales decreased by 4.3% or $253,000 from the 2005 Quarter to
the 2006 Quarter. The following table contains information regarding net sales
for the periods indicated:

                                      THREE MONTHS ENDED JANUARY 31,
                                      ------------------------------
     Dollars in thousands                  2006            2005        CHANGE
                                      --------------  --------------   ------

     bebe eyes....................    $1,412   25.3%  $1,258   21.5%    12.2%
     Laura Ashley Eyewear.........     1,108   19.8    1,384   23.7    (19.9)%
     Nicole Miller Eyewear........     1,078   19.3    1,006   17.2      7.2%
     Eddie Bauer Eyewear..........       656   11.7    1,072   18.3    (38.8)%
     Other........................     1,338   23.9    1,125   19.3     18.4%
                                      ------  ------  ------  ------
     Total........................    $5,592  100.0%  $5,845  100.0%    (4.3)%
                                      ======  ======  ======  ======

     Net sales were lower in the 2006 periods primarily due to a decrease in net
sales of Eddie Bauer and Laura Ashley Eyewear. The Company elected not to
exercise the renewal option on its Eddie Bauer Eyewear license, which terminated
as of December 31, 2005. Under the terms of the license, the Company may
sell-off its existing inventory through August 31, 2006. Net sales in the 2006
Quarter were positively affected by the introduction of Hummer Eyegear, which
began shipping in late March 2005 and an increase in bebe eyewear sales. Direct
sales to independent optical retailers increased $74,000 from the 2005 Quarter
to the 2006 Quarter. Sales to national optical retail chains decreased $518,000
in the 2006 Quarter. International sales decreased $20,000 in the 2006 Quarter.

     Net sales reflect gross sales less a reserve for product returns
established by the Company based on products that the Company is aware will be
returned as of that date. The Company's reserve was $673,000 at January 31,
2006. The Company had $926,000 in actual product returns for the first quarter
of both 2006 and 2005, but due to the lower sales in 2006, the product returns
against gross sales in the 2006 Quarter was 14.5% as compared to 14.0% in the
2005 Quarter.

                                       11
<PAGE>

     The Company also maintains an additional allowance for product returns.
Changes in this allowance in any period will have a corresponding impact on net
sales during the period. The Company's allowance for product returns did not
change in the 2006 Quarter.

     GROSS PROFIT AND GROSS MARGIN. Gross profit decreased $100,000 or 2.6% from
the 2005 Quarter to the 2006 Quarter due to lower new sales. The gross margin
increased to 65.7% in the 2006 Quarter from 64.6% in the 2005 Quarter because of
sales of higher margin frames, fewer close out sales and price increases on
selected frame styles.

     SELLING EXPENSES. Selling expenses for the 2006 Quarter increased $140,000
from the 2005 Quarter primarily due to an increase in freight-out of $62,000, an
increase of $52,000 in promotion expense, an increase of $40,000 in salaries and
commissions, a reallocation of $57,000 in payroll taxes from general and
administrative expense, offset by a decrease of $76,000 in royalty expense due
to lower net sales and a reduction of the Eddie Bauer royalty expense.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the 2006 Quarter decreased $140,000 from the 2005 Quarter primarily due to a
net decrease of $24,000 in computer and consulting expenses, a $46,000 decrease
in rent and a decrease of $65,000 in payroll taxes, most of which was
reallocated to selling expense.

     OTHER INCOME (EXPENSE), NET. Other expenses included primarily interest
expense.

     PROVISION (BENEFIT) FOR INCOME TAXES. As a result of the Company's net loss
carry-forward, the Company had no income tax expense other than franchise taxes
in various states. The Company recognized an income tax benefit of $40,000 in
the 2006 Quarter resulting from a decrease in the valuation allowance on its
deferred tax asset relating primarily to its net operating loss carryforwards.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The Company's accounts receivable (net of allowance for doubtful accounts)
increased from $3.0 million at October 31, 2005 to $3.5 million at January 31,
2005 due primarily to higher net sales for the quarter ended January 31, 2006 as
compared to the quarter ended October 31, 2005. The allowance for doubtful
accounts did not change from October 31, 2005 to January 31, 2006.

     The Company's inventories increased $823,000 to $5.8 million at January 31,
2006 from $5.0 million at October 31, 2005, due primarily to an $182,000
increase in case inventory and a general increase in frame inventory to avoid
disruption of business that could be caused by the Chinese vendor holiday
shutdowns due to the Chinese New Year.

     The Company's long-term debt at January 31, 2006 included principally: (i)
$3.8 million under three credit facilities with Home Loan Investment Corporation
and its subsidiary Home Loan Industrial Bank; (ii) $2.7 million under a credit
facility with Bluebird Finance Limited; and (iii) $358,000 under a commercial
bank loan the proceeds of which were used to purchase its computer system and
related equipment. At January 31, 2006, the Company had fully utilized its
borrowing capacity under its existing credit facilities. See Note 4 of Notes to
Financial Statements.

     The Company's business plan for 2006 provides for positive cash flow from
operations. The Company believes that at least through fiscal 2006, 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. To support growth in
excess of the plan, the Company may be required to obtain the working capital
through additional debt or equity financing.

INFLATION

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

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.

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<PAGE>

     FOREIGN CURRENCY RISKS. At any month-end during the quarter ended January
31, 2006, a maximum of $411,000 was 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 January 31, 2006.

     International sales accounted for approximately 11% of the Company's net
sales in the three months ended January 31, 2006. 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 generally 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 January 31,
2006 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 maintains 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 its 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 weighting 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 its Chief Executive Officer and Chief Financial Officer (the
same person has both titles), evaluated the effectiveness of the Company's
disclosure controls and procedures. Based on this evaluation, management
concluded that the Company's disclosure controls and procedures were effective
as of that date.

     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.

                                       13
<PAGE>

                                    PART II.

                                OTHER INFORMATION

ITEM 6. EXHIBITS.

     See Exhibit Index Attached



































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                                   SIGNATURES

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



Date: March 13, 2006                              SIGNATURE EYEWEAR, INC.


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




























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                                  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


































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