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

                                  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 January 31, 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 March 9, 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 .......  13

Item 4    Controls and Procedures ..........................................  13



PART II   OTHER INFORMATION

Item 1    Legal Proceedings ................................................  14

Item 1A   Risk Factors .....................................................  14

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds ......  14

Item 3    Defaults upon Senior Securities ..................................  14

Item 4    Submission of Matters to a Vote of Security Holders ..............  14

Item 5    Other Information ................................................  14

Item 6    Exhibits .........................................................  14





                                        2
<PAGE>
                                    PART I.
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                                          SIGNATURE EYEWEAR, INC
                                                                  BALANCE SHEETS
                                                 AT JANUARY 31, 2009 (UNAUDITED)
                                                   AT OCTOBER 31, 2008 (AUDITED)
================================================================================
<TABLE><CAPTION>
                                     ASSETS

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

    Cash and cash equivalents                         $    349,707     $    305,628
    Accounts receivable - trade, net of allowance
       for doubtful accounts of $42,163                  3,563,239        2,809,135
    Inventory                                            5,262,719        5,607,178
    Promotional products and materials                     207,107          133,618
    Prepaid expenses and other current assets              316,865          394,934
    Deferred income taxes                                  376,500          376,500
                                                      ------------     ------------

            Total current assets                        10,076,137        9,626,993

PROPERTY AND EQUIPMENT, net                                366,154          369,935
DEPOSITS AND OTHER ASSETS                                  107,801          107,656
DEFERRED INCOME TAXES                                    2,600,700        2,600,700
                                                      ------------     ------------

                TOTAL ASSETS                          $ 13,150,792     $ 12,705,284
                                                      ============     ============
</TABLE>




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

                                        3
<PAGE>
                                                          SIGNATURE EYEWEAR, INC
                                                                  BALANCE SHEETS
                                                 AT JANUARY 31, 2009 (UNAUDITED)
                                                   AT OCTOBER 31, 2008 (AUDITED)
================================================================================
<TABLE><CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                       January 31,      October 31,
                                                          2009             2008
                                                      ------------     ------------
<S>                                                   <C>              <C>
CURRENT LIABILITIES
    Accounts payable - trade                          $  4,994,760     $  5,053,341
    Accrued expenses and other current liabilities       1,681,430        1,853,586
    Current portion of long-term debt                      290,000          290,000
                                                      ------------     ------------

        Total current liabilities                        6,966,190        7,196,927

LONG-TERM DEBT, net of current portion                   5,097,500        4,620,000
                                                      ------------     ------------

            Total liabilities                           12,063,690       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 $901,000 and $897,000 at
          January 31, 2009 and October 31, 2008,
          respectively)
        1,360,000 shares authorized
        1,200,000 shares 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                6,956            6,956
    Additional paid-in capital                          15,656,812       15,656,812
    Accumulated deficit                                (14,577,866)     (14,776,611)
                                                      ------------     ------------

            Total shareholders' equity                   1,087,102          888,357
                                                      ------------     ------------
              TOTAL LIABILITIES AND
              SHAREHOLDERS' EQUITY                    $ 13,150,792     $ 12,705,284
                                                      ============     ============
</TABLE>


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

                                        4
<PAGE>
                                                         SIGNATURE EYEWEAR, INC.
                                                            STATEMENTS OF INCOME
                         FOR THE THREE MONTHS ENDED JANUARY 31, 2009 (UNAUDITED)
                                                AND JANUARY 31, 2008 (UNAUDITED)
================================================================================
<TABLE><CAPTION>

                                                          2009             2008
                                                      ------------     ------------
<S>                                                   <C>              <C>
NET SALES                                             $  5,959,355     $  5,555,258
COST OF SALES                                            2,110,716        1,979,433
                                                      ------------     ------------

GROSS PROFIT                                             3,848,639        3,575,825
                                                      ------------     ------------
Operating expenses
    Selling                                              2,138,817        1,932,982
    General and administrative                           1,424,125        1,389,493
    Depreciation and amortization                           34,828           21,747
                                                      ------------     ------------
        Total operating expenses                         3,597,770        3,344,222
                                                      ------------     ------------

INCOME FROM OPERATIONS                                     250,869          231,603
                                                      ------------     ------------

INTEREST EXPENSE/OTHER, NET                                (51,043)         (80,031)
                                                      ------------     ------------

INCOME BEFORE TAXES                                        199,826          151,572
INCOME TAXES                                                 1,081            1,096
                                                      ------------     ------------

NET INCOME                                                 198,745          150,476
Preferred Stock Dividend                              $     (4,000)    $     (4,000)
                                                      ------------     ------------

Net income available to common shareholders           $    194,745     $    146,476
                                                      ============     ============
Basic earnings per share                              $       0.03     $       0.02
                                                      ============     ============
Diluted earnings per share                            $       0.02     $       0.02
                                                      ============     ============
Weighted-average common shares
    OUTSTANDING - BASIC                                  6,955,639        6,855,639
                                                      ============     ============
Weighted-average common shares
    OUTSTANDING - DILUTED                                8,300,776        8,174,324
                                                      ============     ============
</TABLE>

   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, 2009(UNAUDITED
                                                AND JANUARY 31, 2008 (UNAUDITED)
================================================================================
<TABLE><CAPTION>

                                                          2009             2008
                                                      ------------     ------------
<S>                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                        $    198,745     $    150,476
    Adjustments to reconcile net income to net
    cash used in operating activities:
        Depreciation and amortization                       34,828           21,747
        (Increase) decrease in:
           Accounts receivable - trade                    (754,105)          90,998
           Inventories                                     344,458         (261,813)
           Promotional products and materials              (73,489)          26,243
           Prepaid expenses and other current assets        78,069          (73,854)
        Increase (decrease) in:
           Accounts payable - trade                        (58,581)         (44,381)
           Accrued expenses and other current
            liabilities                                   (172,156)         (69,964)
                                                      ------------     ------------

Net cash used in operating activities                     (402,231)        (160,548)
                                                      ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                     (31,045)         (89,068)
    Deposits and other assets                                 (145)          (1,407)
                                                      ------------     ------------

Net cash used in investing activities                      (31,190)         (90,475)
                                                      ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in lines of credit                        550,000               --
    Payments on short-term debt                                 --          (40,667)
    Payments on long-term debt                             (72,500)        (145,000)
    Borrowings on long-term debt                                --          200,000
                                                      ------------     ------------

Net cash provided by financing activities                  477,500           14,333
                                                      ------------     ------------

Net increase (decrease) in cash and cash equivalents        44,079         (236,690)


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

CASH AND CASH EQUIVALENTS, END OF PERIOD              $    349,707     $    224,390
                                                      ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

      INTEREST PAID                                   $     33,759     $     55,322
                                                      ============     ============

      INCOME TAXES PAID                               $      1,081     $      1,096
                                                      ============     ============
</TABLE>

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

                                        6
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

 (INFORMATION AS OF JANUARY 31, 2009 AND FOR THE THREE MONTHS ENDED JANUARY 31,
                          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 three months ended January 31, 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:


         Three months ended                Income        Shares       Per Share
         January 31, 2009                (Numerator)  (Denominator)     Amount
         ------------------------------  -----------   -----------   -----------
         Basic earnings per share        $   194,745     6,955,639   $      0.03
         Conversion of preferred stock         4,000     1,345,137          0.00
                                         -----------   -----------   -----------
         DILUTED EARNINGS PER SHARE      $   198,745     8,300,776   $      0.02
                                         ===========   ===========   ===========



         Three months ended                Income        Shares       Per Share
         January 31, 2008                (Numerator)  (Denominator)     Amount
         ------------------------------  -----------   -----------   -----------
         Basic earnings per share        $   146,476     6,855,639   $      0.02
         Conversion of preferred stock         4,000     1,318,685          0.00
                                         -----------   -----------   -----------
         DILUTED EARNINGS PER SHARE      $   150,476     8,174,324   $      0.02
                                         ===========   ===========   ===========

         The following potential common shares have been excluded from the
computations of diluted income per share for the three months ended January 31,
2009 and 2008 because the effect would have been anti-dilutive:

                                         2009         2008
                                     -----------   -----------
                   Stock options          34,300        37,300
                   Warrants              300,000       400,000
                                     -----------   -----------
                      TOTAL              334,300       437,300
                                     ===========   ===========


                                        8
<PAGE>
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 ended January 31, 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 the opinion of management, neither the Financial Accounting
Standards Board or its Emerging Issues Task Force, the American Institute of
Certified Public Accountants nor the Securities and Exchange Commission have
issued any accounting pronouncements since the Company filed its Annual Report
on Form 10-K for the year ended October 31, 2008 (the "2008 Form 10-K") that are
expected to have a material impact on the Company's future financial statements.

         The recent accounting pronouncements discussed in the notes to the
Company's audited financial statements for the year October 31, 2008 included in
the 2008 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.


NOTE 3.  LONG-TERM DEBT

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

                                                       JANUARY 31,  OCTOBER 31,
                                                           2009         2008
                                                       -----------  -----------
Revolving line of credit from Comerica Bank            $ 3,450,000  $ 2,900,000
Revolving line of credit from Bluebird Finance Limited   1,812,500    1,885,000
Term note payable to Ashford Capital, LLC.                 125,000      125,000
                                                       -----------  -----------
                                                         5,387,500    4,910,000

Less current portion                                      (290,000)    (290,000)
                                                       -----------  -----------
        LONG-TERM PORTION                              $ 5,097,500  $ 4,620,000
                                                       ===========  ===========





                                        9
<PAGE>
NOTE 4.  INCOME TAXES

         As of January 31, 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.
















                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The following discussion and analysis, which should be read in
connection with our 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 our
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, our plans and strategies, new
product lines, and relationships with licensors, distributors and customers,
distribution strategies and the business environment in which we operate.

         References in this report to the "Company," "we" or "us" refers to
Signature Eyewear, Inc.

OVERVIEW

         We generate revenues through the sale of prescription eyeglass frames
and sunwear under licensed brand names, including bebe eyewear, Cutter & Buck
Eyewear, Dakota Smith Eyewear, Hart Schaffner Marx Eyewear, Hummer Eyegear,
Laura Ashley Eyewear, Michael Stars Eyewear and Nicole Miller Eyewear, 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 $199,000 on net sales of $6.0 million for the
three months ended January 31, 2009 (the "2009 Quarter") compared to net income
of $150,000 on net sales of $5.6 million for the three months ended January 31,
2008 (the "2008 Quarter"). The increase in net sales was due primarily to
increases in net sales of bebe eyewear and Nicole Miller Eyewear to independent
optical retailers and distributors and to optical and retail chains. These
increases in domestic sales more than offset the continued decline in
international sales. The increase in net income was due primarily to higher
sales, a reduction in interest expense and a decrease in our allowance for
product returns.

RESULTS OF OPERATIONS

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







                                       11
<PAGE>
                                                           THREE MONTHS ENDED
                                                               JANUARY 31,
                                                         ----------------------
                                                           2009          2008
                                                         --------      --------
         Net sales ...............................          100.0%        100.0%
         Cost of sales ...........................           35.4          35.6
                                                         --------      --------
         Gross profit ............................           64.6          64.4
                                                         --------      --------
         Operating expenses:
            Selling ..............................           35.9          34.8
            General and administrative ...........           23.9          25.0
            Depreciation and amortization ........            0.6           0.4
                                                         --------      --------
                 Total operating expenses ........           60.4          60.2
                                                         --------      --------
         Income from operations ..................            4.2           4.2
                                                         --------      --------
         Interest expense/other, net .............            0.9           1.4
                                                         --------      --------
         Income before taxes .....................            3.3           2.8
                                                         --------      --------
         Income taxes ............................            0.0           0.0
                                                         --------      --------
         NET INCOME ..............................            3.3%          2.8%
                                                         ========      ========


         NET SALES. Net sales increased by 7.3% or $404,000 from the 2008
Quarter to the 2009 Quarter. The general slowdown in the domestic economy and
the optical frame market affected all of our lines other than bebe eyewear and
Nicole Miller Eyewear, which increased $700,000 to $4.0 million from the 2008
Quarter to the 2009 Quarter. We believe these lines are generating greater
consumer interest from customers who might have selected higher priced frames
during better economic times. Net sales of the Company's three largest lines,
bebe eyewear, Nicole Miller Eyewear and Laura Ashley Eyewear, amounted to 78.5%
of our net in the 2009 Quarter compared to 76.8% in the 2008 Quarter.

         Direct sales to independent optical retailers and distributors
increased $270,000 in the 2009 Quarter. Sales to optical and retail chains
increased $285,000 in the 2009 Quarter. International sales decreased $140,000
in the 2009 Quarter due primarily to the strength of the United States dollar
and 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 $404,000 at both January 31, 2009 and October 31,
2008. We had $765,000 and $767,000 in product returns for the 2009 Quarter and
2008 Quarter, respectively, resulting in a product returns percentage of 13.8%
and 12.8%, respectively. We reduced our allowance for product returns by $36,000
in the 2009 Quarter.

         GROSS PROFIT AND GROSS MARGIN. Gross profit increased $273,000 from the
2008 Quarter to the 2009 Quarter due to increased sales. Gross margin increased
slightly to 64.6% in the 2009 Quarter from 64.4% in the 2008 Quarter.

         SELLING EXPENSES. Selling expenses increased $206,000 from the 2008
Quarter to the 2009 Quarter primarily due to increases of $97,000 in
compensation expense for sales personnel and $54,000 in royalty expense due to
increased net sales.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the 2009 Quarter increased $35,000 from the 2008 Quarter primarily
due to a $57,000 increase in compensation expense.

                                       12
<PAGE>
         INTEREST EXPENSE/OTHER, NET. Interest expense, net, consists of
interest expense offset by other income. Interest expense, net, decreased
$29,000 in the 2009 Quarter primarily due to reduction in the weighted average
rate on our borrowings. The amount of borrowings increased during the quarter
from $4.6 million at October 31, 2008 to $5.1 million at January 31, 2009 due to
increased working capital requirements to support sales growth.

         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
$3.6 million at January 31, 2009 compared to $2.8 million at October 31, 2008.
This increase was primarily due to higher sales in the 2009 Quarter.

         Our inventories (at lower of cost or market) were $5.3 million at
January 31, 2009 as compared to $5.6 million at October 31, 2008. This decrease
was primarily due to an increase in sales and our continued efforts to monitor
inventory levels.

         Our long-term debt (including current portion) increased $478,000 from
October 31, 2008 to January 31, 2009 primarily due to increased working capital
requirements to support sales growth. See Note 3 of Notes to Financial
Statements for further information regarding our long-term debt. At January 31,
2009, the interest rate on our Comerica Bank revolving line of credit was 3.75%
per annum and we had $1.4 million of additional borrowing capacity under that
line.

         Of the Company's accounts payable at January 31, 2009, approximately
$630,000 were payable in foreign currency. To monitor risks associated with
currency fluctuations, the Company periodically 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.

         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

                                       13
<PAGE>
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.


                                    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



                                       14
<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:    March 10, 2009                              SIGNATURE EYEWEAR, INC.


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






























                                       15
<PAGE>
                                  EXHIBIT INDEX



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

10.1        First Amendment to Lease between Roxbury Property Management, LLC
            and Signature Eyewear, Inc. dated January 26, 2009; Second Amendment
            to Lease between Roxbury Property Management, LLC and Signature
            Eyewear, Inc. dated January 27, 2009

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

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

























                                       16