<PAGE>

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


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

                 For the quarterly period ended April 30, 1999

                                      OR

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


     For the transition period from ________________ to ________________.


                        Commission file number 0-23001


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

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

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


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

        Indicate by check whether the registrant: (1) filed all reports required
   to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
   12 months (or for such shorter period that the registrant was required to
   file such reports), and (2) has been subject to such filing requirements for
   the past 90 days:

                                 Yes   X     No
                                     _____      _____

        State the number of shares outstanding of each of the issuer's classes
   of common stock, as of the latest practicable date: Common Stock, par value
   $0.001 per share, 5,084,689 shares issued and outstanding as of June 11,
   1999.

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

                            SIGNATURE EYEWEAR, INC.
                              INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
PART I    FINANCIAL INFORMATION                                                           Page
                                                                                          ----
<S>       <C>                                                                             <C>
Item 1.   Financial Statements:

          Balance Sheets as of April 30, 1999 (Unaudited) and October 31, 1998.........    3

          Statement of Income (Unaudited) for the Three Months and Six Months
            Ended April 30, 1999 and 1998..............................................    4

          Statement of Cash Flows (Unaudited) for the Six Months Ended
            April 30, 1999 and 1998....................................................    5

          Notes to Financial Statements................................................    6

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations..................................................    9

Item 3.   Quantitative and Qualitative Disclosures about Market Risk...................   18

PART II   OTHER INFORMATION

Item 4.   Submission of Matters to Vote of Security Holders............................   20

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

</TABLE>


                                       2
<PAGE>

                                    PART I
                             FINANCIAL INFORMATION
Item 1.  Financial Statements
                            SIGNATURE EYEWEAR, INC.
                                Balance Sheets
<TABLE>
<CAPTION>
                                                                                                      April 30,       October 31,
Assets                                                                                                  1999             1998
                                                                                                     -----------   -----------------
                                                                                                     (Unaudited)
<S>                                                                                                  <C>           <C>
Current Assets:
 Cash and cash equivalents                                                                           $ 5,842,647        $ 4,256,655
 Accounts receivable, trade                                                                            7,401,061          5,854,722
 Inventories                                                                                           9,669,177         11,308,589
 Deferred tax asset                                                                                      368,000            368,000
 Income taxes refundable                                                                                       0            186,481
 Prepaid expenses and other current assets                                                             1,622,167          1,573,627
                                                                                                     -----------        -----------
                                                                                                      24,903,052         23,548,074
                                                                                                     -----------        -----------

Property and Equipment (net of accumulated depreciation and amortization)                              1,487,862          1,472,954
                                                                                                     -----------        -----------
Other Assets:
 Deferred tax asset                                                                                        7,000              7,000
 Deposits and other assets                                                                               125,862            123,312
                                                                                                     -----------        -----------
                                                                                                         132,862            130,312
                                                                                                     -----------        -----------
                                                                                                     $26,523,776        $25,151,340
                                                                                                     ===========        ===========
  Liabilities and Stockholders' Equity

Current Liabilities:
 Accounts payable, trade                                                                             $ 3,769,725        $ 4,309,026
 Current portion of long-term debt                                                                       104,167                  0
 Income taxes payable                                                                                    250,328                  0
 Accrued expenses and other current liabilities                                                        1,957,888          1,427,369
                                                                                                     -----------        -----------
                                                                                                       6,082,108          5,736,395
                                                                                                     -----------        -----------

Long-term Debt                                                                                           395,833                  0
                                                                                                     -----------        -----------

Stockholders' Equity:
 Preferred stock (authorized 5,000,000 shares, $.001 par value, none issued or outstanding)                    0                  0
 Common stock (authorized 30,000,000 shares, $.001 par  value, 5,084,689 shares issued and
  outstanding at April 30, 1999 and 5,119,337 shares issued and Outstanding at October 31, 1998)           9,216              9,251
 Paid-in capital                                                                                      14,390,009         14,544,284
 Retained earnings                                                                                     5,646,610          4,861,410
                                                                                                     -----------        -----------
                                                                                                      20,045,835         19,414,945
                                                                                                     -----------        -----------

                                                                                                     $26,523,776        $25,151,340
                                                                                                     ===========        ===========
</TABLE>

         The accompanying notes are an integral part of this statement.

                                       3
<PAGE>

                            SIGNATURE EYEWEAR, INC.

                              Statement of Income
                                  (Unaudited)
<TABLE>
<CAPTION>
                                            Three Months Ended April 30,   Six Months Ended April 30,
                                                1999            1998           1999          1998
                                            -------------   ------------   ------------   -----------
<S>                                         <C>             <C>            <C>            <C>
Net Sales                                     $12,425,739    $12,173,163    $21,461,640   $18,895,649
Cost of Sales                                   5,019,358      4,826,375      9,004,305     7,577,581
                                              -----------    -----------    -----------   -----------
Gross Profit                                    7,406,381      7,346,788     12,457,335    11,318,068
                                              -----------    -----------    -----------   -----------
Operating Expenses:
    Selling                                     3,921,641      3,860,087      7,028,911     5,779,647
    General and administrative                  2,297,123      1,772,974      4,221,064     3,284,391
                                              -----------    -----------    -----------   -----------
                                                6,218,764      5,633,061     11,249,975     9,064,038
                                              -----------    -----------    -----------   -----------
Income from Operations                          1,187,617      1,713,727      1,207,360     2,254,030
                                              -----------    -----------    -----------   -----------

Other Income (Expense):
    Interest, net                                  28,604         79,951         66,628       187,914
    Sundry Income                                   2,120         23,162          6,212        29,501
                                              -----------    -----------    -----------   -----------
                                                   30,724        103,113         72,840       217,415
                                              -----------    -----------    -----------   -----------
Income before Income Taxes                      1,218,341      1,816,840      1,280,200     2,471,445

Provision for Income Taxes                        472,000        700,745        495,000       963,909
                                              -----------    -----------    -----------   -----------
Net Income                                    $   746,341    $ 1,116,095    $   785,200   $ 1,507,536
                                              ===========    ===========    ===========   ===========
Earnings Per Share, Basic and Diluted:
    Earnings per common share                 $      0.15    $      0.21    $      0.15   $      0.29
                                              ===========    ===========    ===========   ===========
    Weighted average number of
    common shares outstanding                   5,084,689      5,268,027      5,095,836     5,268,027
                                              ===========    ===========    ===========   ===========
</TABLE>

         The accompanying notes are an integral part of this statement.

                                       4
<PAGE>

                            SIGNATURE EYEWEAR, INC.

                            Statement of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                  Six Months Ended April 30,
                                                                   1999                1998
                                                             -----------------   -----------------
<S>                                                          <C>                 <C>
Cash Flows from Operating Activities:
   Net income                                                    $    785,200        $  1,507,536
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                   316,834             274,014
      Provision for bad debts                                            (100)            (14,684)
      Loss on sale of equipment                                         5,842                   0
      Changes in assets -- (increase) decrease:
         Accounts receivable, trade                                (1,546,239)         (3,498,201)
         Inventories                                                1,639,412            (844,771)
         Income taxes refundable                                      186,481                   0
         Prepaid expenses and other assets                            (51,090)           (485,156)

      Changes in liabilities--increase (decrease):
         Accounts payable, trade                                     (539,301)          1,044,231
         Income taxes payable                                         250,328              89,909
         Accrued expenses and other current liabilities               530,519            (147,195)
                                                                 ------------        ------------

   Net cash provided by (used in) operating activities              1,577,886          (2,074,317)
                                                                 ------------
Cash Flows Used in Investing Activities:
   Purchases of property and equipment                               (359,284)           (282,298)
   Proceeds from sale of equipment                                     21,700                   0
                                                                 ------------        ------------

   Net cash used in investing activities                             (337,584)           (282,298)
                                                                 ------------        ------------
Cash Flows from Financing Activities:
   Borrowings on long-term debt                                       500,000                   0
   Principal payments on long-term debt                                     0              (6,676)
   Repurchase of common stock                                        (154,310)                  0
                                                                 ------------        ------------

   Net cash provided by (used in) financing activities                345,690              (6,676)
                                                                 ------------        ------------

Net Increase (Decrease) in Cash and Cash Equivalents                1,585,992          (2,363,291)
                                                                 ------------        ------------

Cash and Cash Equivalents, Beginning of Period                      4,256,655           8,133,423
                                                                 ------------        ------------

Cash and Cash Equivalents, End of Period                         $  5,842,647        $  5,770,132
                                                                 ============        ============
Supplementary Disclosures of Cash Flow Information:
   Cash paid during the period for:
     Interest                                                    $     23,461        $      3,845
                                                                 ============        ============
         Income taxes                                            $     85,452        $    923,421
                                                                 ============        ============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                       5
<PAGE>

                            SIGNATURE EYEWEAR, INC.

                       Notes to the Financial Statements
                                  (Unaudited)



Note 1--Unaudited Interim Financial Statements
----------------------------------------------

Interim financial statements are prepared pursuant to the requirements for
reporting on Form 10-Q.  Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted.

In the opinion of the management of the Company, all adjustments, consisting
solely of normal recurring adjustments, necessary for the fair presentation of
the financial statements for these interim periods have been included.  The
current period's results of operations are not necessarily indicative of results
which ultimately may be achieved for the year.

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenue and expenses during the reporting period.  Actual
results could differ from those estimates.

                                       6
<PAGE>

Note 2--Basis of Presentation
-----------------------------

A summary of significant accounting policies is as follows:

Income Taxes--The Company's effective income tax rate at April 30, 1999 varies
from the federal statutory tax rate of 34% principally due to state income
taxes.

Earnings Per Share--The Company has adopted Statement of Financial Accounting
Standards No. 128 which establishes standards for computing and presenting
earnings per share by replacing the presentation of primary earnings per share
with a presentation of basic earnings per share.  It also requires the dual
presentation of basic and diluted earnings per share on the face of the income
statement.  Earnings per share is calculated as follows:


<TABLE>
<CAPTION>
                                                         For the Three Months Ended April 30, 1999
                                            -------------------------------------------------------------------
                                                Net Income                 Shares               Per-Share
                                               (Numerator)             (Denominator)              Amount
                                            ------------------      ------------------      -------------------
<S>                                         <C>                     <C>                     <C>
Basic and diluted EPS income available
 to common stockholders                     $          746,341               5,084,689      $              0.15
                                            ==================      ==================      ===================

<CAPTION>
                                                         For the Six Months Ended April 30, 1999
                                            -------------------------------------------------------------------
                                                Net Income                 Shares               Per-Share
                                               (Numerator)             (Denominator)              Amount
                                            ------------------      ------------------      -------------------
<S>                                         <C>                     <C>                     <C>
Basic and diluted EPS income available
 to common stockholders                     $          785,200               5,095,836      $              0.15
                                            ==================      ==================      ===================
</TABLE>


For the three and six months ended April 30, 1999, there was no difference
between basic and diluted EPS.  Warrants and options to purchase 180,000 shares
and 419,000 shares, respectively, of common stock at $12 and $10 per share,
respectively, were outstanding during the quarter.  They were not included in
the computation of diluted EPS because the warrants' and options' exercise
prices were greater than the average market price of the common stock during the
three and six months ended April 30, 1999.

Note 3--Term Loan
-----------------

In December 1998, the Company entered into an agreement with its commercial bank
to provide the Company with an unsecured term loan of $500,000, with interest
accruing at a fixed rate of 6.75% per year, and interest and principal payments
scheduled throughout the life of the term loan.  The term loan matures in
November 2001.  At April 30, 1999, $500,000 was due to the bank under the term
loan, of which $104,167 is current.

                                       7
<PAGE>

Note 4--Operating Lease
-----------------------

In February 1999, the Company entered into an operating lease allowing the
Company to lease in aggregate of $3,500,000 for the use of computer equipment
and software. At April 30, 1999, the Company had used approximately $1,500,000
of the $3,500,000. The lease payments will be made in monthly installments over
a 42-month period beginning in June 1999.

Note 5--License Agreements
--------------------------

In March 1999, the Company entered into a license agreement with COACH, a
division of Sara Lee Corporation, which grants the Company rights to use the
"COACH" trademarks in connection with the distribution, marketing and sale of
COACH eyewear products. The license period extends for ten years from the date
when sales of COACH Eyewear begin, provided that specified minimum sales are
achieved and the Company is not in material default under the agreement.

In March 1999, the Company amended its license agreement with Eddie Bauer to
authorize the Company to design, manufacture and market Eddie Bauer Performance
Sunwear using patented technology lenses provided by Oakley, Inc.  The Company
also entered into an agreement with Oakley, Inc. pursuant to which Oakley agreed
to supply the lenses through the initial term of the Eddie Bauer license.

Note 6--Subsequent Event
------------------------

On June 11, 1999, the Company entered into an agreement to acquire the assets of
California Design Studio, Inc. ("CDS"), a privately held corporation. CDS's
assets include its proprietary names Dakota Smith and Nukes, and a license for
Nicole Miller Eyewear. Under the Agreement, the purchase price for the assets
would consist of $1.1 million in cash, a three-year promissory note and other
deferred payments amounting to $1.75 million, and the assumption of certain
liabilities of CDS anticipated to be approximately $6.15 million. The
consummation of the transaction is subject to various closing conditions.

                                       8
<PAGE>

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

     Signature Eyewear, Inc. ("Signature" or the "Company") designs, markets and
distributes prescription eyeglass frames primarily under exclusive licenses for
Laura Ashley Eyewear, Eddie Bauer Eyewear and Hart Schaffner & Marx Eyewear, as
well as its own private labels. In March 1999, the Company entered into a
license agreement with COACH, a leading American brand of quality leather goods
and accessories, under which Signature will have the exclusive license to
design, market and distribute COACH Eyewear. The Company also entered into an
amendment to its license agreement with Eddie Bauer, under which Signature
received the right to design, manufacture and distribute Eddie Bauer Performance
Sunwear using lenses from Oakley, Inc. Signature concurrently entered into an
agreement with Oakley which provides that Oakley will supply its patented
technology lenses for Eddie Bauer Performance Sunwear.

     The following discussion and analysis, which should be read in connection
with the Company's Financial Statements and accompanying footnotes, contain
forward-looking statements that involve risks and uncertainties.  Important
factors that could cause actual results to differ materially from the Company's
expectations are set forth in "Year 2000" and "Factors That May Affect Future
Results" below as well as those discussed elsewhere in this Form 10-Q.  All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the "Year 2000" and "Factors That May Affect Future Results."  Those
forward-looking statements relate to, among other things, the Company's cash
flows and working capital requirements.

Results of Operations

   The following table sets forth, for the indicated periods, selected statement
of income data shown as a percentage of net sales.

<TABLE>
<CAPTION>
                                          Three Months Ended        Six Months Ended
                                          ------------------        -----------------
                                               April 30,                April 30,
                                               ---------                ---------

                                            1998      1999            1998      1999
                                          --------  --------        --------  --------
<S>                                       <C>       <C>             <C>       <C>
Net sales..............................      100.0%    100.0%          100.0%    100.0%
                                          --------  --------        --------  --------
Cost of sales..........................       39.6      40.4            40.1      42.0
                                          --------  --------        --------  --------
Gross profit...........................       60.4      59.6            59.9      58.0
                                          --------  --------        --------  --------
Operating expenses:

 Selling...............................       31.7      31.5            30.6      32.7
 General and administrative............       14.6      18.5            17.4      19.7
                                          --------  --------        --------  --------
  Total operating expenses.............       46.3      50.0            48.0      52.4
                                          --------  --------        --------  --------
Income from operations.................       14.1       9.6            11.9       5.6
Other income (expense), net............         .8        .2             1.2        .4
                                          --------  --------        --------  --------
Income before provision for income
 taxes.................................       14.9       9.8            13.1       6.0
Provision for income taxes.............        5.7       3.7             5.1       2.3
                                          --------  --------        --------  --------
Net income.............................        9.2%      6.1%            8.0%      3.7%
                                          ========  ========        ========  ========
</TABLE>


   Net Sales.  Net sales were $12,426,000 for the quarter ended April 30, 1999
(the "1999 second quarter"), an increase of 2.1% compared to net sales of
$12,173,000 for the quarter ended April 30, 1998 (the "1998 second quarter").
Net sales for the six months ended April 30, 1999 (the "1999 period") were
$21,462,000, an increase of 13.6% compared to net sales of $18,896,000 for the
six months ended April 30, 1998 (the "1998 period").

   The increases in net sales for the 1999 second quarter and the 1999 period
were due principally to increases of net sales of $1,204,000 and $3,955,000,
respectively, of Eddie Bauer Eyewear, which the Company launched in March 1998.
Sales of Eddie Bauer Eyewear increased by 43.7%, from $2,757,000 for the 1998
second quarter to $3,961,000 for the 1999 second quarter, and by 142.8% from
$2,770,000 for the 1998 period to $6,725,000 for the 1999 period.  The increase
in net sales was also due to increases of $201,000 and $77,000 in the net sales
of Hart Schaffner & Marx Eyewear for the 1999 second quarter and the 1999
period, respectively. Net sales of Hart Schaffner & Marx Eyewear increased by
41.2%, from $488,000 for the 1998 second quarter to $689,000 for the 1999 second
quarter, and by 7.0% from $1,107,000 for the 1998 period to $1,184,000 for the
1999 period.

   Sales of Laura Ashley Eyewear decreased by 14.4% from $7,021,000 for the 1998
second quarter to $6,013,000 for the 1999 second quarter, and by 9.6% from
$11,623,000 for the 1998 period to $10,511,000 for the 1999 period. Net sales in
the aggregate of Jean Nate Eyewear, private label collections, USA Optical and
Optical Surplus decreased by 9.4% to $1,515,000 for the 1999 second

                                       9
<PAGE>

quarter from $1,672,000 for the 1998 second quarter, and by 14.6% to $2,614,000
for the 1999 period from $3,062,000 for the 1998 period.


   Gross Profit.  Gross profit increased from $7,347,000 in the 1998 second
quarter to $7,406,000 for the 1999 second quarter, and from $11,318,000 in the
1998 period to $12,457,000 for the 1999 period. This increase was due
principally to the increase in net sales. The Company's gross profit margin
remained relatively stable from 60.4% in the 1998 second quarter to 59.6% in the
1999 second quarter.  The gross profit margin decreased from 59.9% in the 1998
period to 58.0% in the 1999 period. These decreases were primarily due to the
sales of certain styles at lower margins to reduce the Company's inventory.

   Operating Expenses.  Operating expenses increased from $5,633,000 in the 1998
second quarter to $6,219,000 in the 1999 second quarter, and from $9,064,000 in
the 1998 period to $11,250,000 in the 1999 period. Operating expenses for the
1999 second quarter and the 1999 period included an increase of $62,000 and
$1,249,000, respectively, in selling expenses and an increase of $524,000 and
$937,000, respectively, in general and administrative expenses. General and
administrative expenses increased as a percentage of net sales from 14.6% in the
1998 second quarter to 18.5% in the 1999 second quarter, and from 17.4% in the
1998 period to 19.7% in the 1999 period.  General and administrative expenses
for the 1999 second quarter increased as a result of $310,000 in compensation
and other expenses related to the Company hiring additional mid-level managers
and other personnel to prepare for the Company's planned expansion, and an
increase of $211,000 in employee benefits. Selling expenses as a percentage of
net sales remained relatively stable, decreasing from 31.7% of net sales for the
1998 second quarter to 31.6% of net sales for the 1999 second quarter, but
increasing from 30.6% of net sales for the 1998 period to 32.8% of net sales for
the 1999 period.

   Net Other Income. Net other income in the 1999 second quarter and the 1999
period were $31,000 and $73,000, respectively, as compared to net other income
in the 1998 second quarter and the 1998 period of $103,000 and $217,000,
respectively. These decreases in other income were primarily due to a decrease
in interest income.

   Provision for Income Taxes. The Company's income tax provisions were $472,000
and $495,000 for the 1999 second quarter and the 1999 period, respectively, and
$701,000 and $964,000 for the 1998 second quarter and the 1998 period,
respectively.  These decreases were due to decreases in income before income
taxes.

   Net Income.  Net income was $1,116,000 and $1,508,000 in the 1998 second
quarter and 1998 period, respectively, and $746,000 and $785,000 in the 1999
second quarter and 1999 period, respectively.  These decreases in net income
were due to the factors set forth above.

                                       10
<PAGE>

Liquidity and Capital Resources

   At April 30, 1999, the Company had $5,843,000 in cash and cash equivalents,
of which $4,333,000 was invested in commercial paper with interest rates ranging
from 4.41% to 4.80%, and $515,000 was invested in money market funds bearing
interest at 4.05%.

   The Company entered into a credit agreement with its commercial bank (the
"Credit Agreement") in October 1997.  Under the Credit Agreement, the bank has
agreed to provide to the Company an unsecured revolving line of credit up to an
aggregate of $5,000,000. At the Company's option, interest may be based on the
London Interbank Offered Rate plus 2%, or at the bank's prime rate. At April 30,
1999, no amounts were due to the bank under the Credit Agreement. In December
1998, the Company entered into an agreement with its commercial bank to provide
the Company with an unsecured term loan of $500,000 (the "Term Loan"), with
interest accruing at a fixed rate of 6.75% per year, and interest and principal
payments scheduled throughout the life of the Term Loan. The Term Loan matures
in November 2001.  At April 30, 1999, $500,000 was due to the bank under the
Term Loan.  The Company entered into the Term Loan to borrow funds at a
favorable interest rate while preserving its cash for the Company's projected
growth in fiscal 1999.

   Of the Company's accounts payable at April 30, 1999, $971,019 were payable in
foreign currency.  To monitor risks associated with currency fluctuations, the
Company on a weekly basis assesses the volatility of certain foreign currencies
and reviews the amounts and expected payment dates of its 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 $223,083 in foreign
currency forward commitments at April 30, 1999.

   In anticipation of its planned future growth, the Company in the 1999 second
quarter began a project to upgrade its warehouse and operating systems,
including computer software and hardware.  A significant portion of the project
will be funded by an operating lease line of credit for $3,500,000 with a 42-
month term and even monthly payments throughout the term.  The Company
anticipates that for this project in fiscal 1999, approximately $350,000 will be
capitalized and about $750,000 will be charged to general and administrative
expenses (including $400,000 in payments under the operating lease), largely in
the Company's fiscal quarters ending July 31, 1999 and October 31, 1999.

   The Company believes that cash generated from operations, borrowings under
its commercial bank, credit from its suppliers, and credit under the operating
lease will be sufficient to fund its working capital requirements for the next
twelve months.

Year 2000

   Commencing in 1996, the Company began a project to address the potential
impact of the Year 2000 problem on the processing of date-sensitive information
by the information technology systems used by the Company and its key customers
and vendors.  The Year 2000 problem is the result of computer programs being
written using two digits to define the applicable year.  As a result, certain
computer programs may recognize a date using "00" as the year 1900 rather than
2000, which could cause miscalculations or system failures.  The objectives of
the Company's Year 2000 project are to determine and assess the risks of the
Year 2000 problem and to plan and institute mitigating actions to minimize those
risks to acceptable levels.

                                       11
<PAGE>

     The Company is not heavily dependent upon internally developed information
technology systems.  The Company's core operations systems are largely standard
package systems for business management and inventory control, which have been
developed by vendors whose products are widely used in industry.  The Company
has already contacted the major information technology vendors and suppliers of
its current systems, and has obtained assurances that the technology is Year
2000 compliant. In the 1999 second quarter, the Company began a project to
upgrade its warehouse and operating systems, including computer software and
hardware.  The Company anticipates that the portion of the project relating to
computer software and hardware will be installed during the fourth quarter of
the Company's 1999 fiscal year.  The Company has contacted all the vendors and
suppliers of the new computer software and hardware, and has been assured that
all the technology is Year 2000 compliant. The Company does not presently
anticipate any material Year 2000 issues or significant expenses arising from
any conversion of its own information systems, databases or programs to be Year
2000 compliant. However, if the Company's current estimates of the resources
required to address and resolve Year 2000 issues prove to be understated, the
additional costs and resources required to address the Year 2000 problem could
result in a material financial risk.  There can be no assurance that there will
not be a delay in, or increased costs associated with, the implementation of the
necessary systems and changes to address the Year 2000 issues, and the Company's
inability to implement such systems and changes in a timely manner could have a
material adverse effect on future results of operations.

     Because third party failures could have a material impact on the Company's
ability to conduct business, the Company has sent questionnaires to
substantially all of the Company's key vendors and business partners, including
manufacturers of the Company's eyeglass frames and significant retailers of the
Company's products.  The purposes of these questionnaires are to obtain
reasonable assurances about the Year 2000 readiness status of these key vendors
and business partners, and their plans to become Year 2000 compliant.  The
returned questionnaires are being assessed by the Company, categorized based
upon readiness for the Year 2000, and prioritized in order of significance to
the business of the Company.  To the extent that key vendors and business
partners do not provide the Company with satisfactory evidence of their
readiness to handle Year 2000 issues, contingency plans will be developed.  The
Company cannot yet determine how the Year 2000 problem or that problem's effect
on its customers and vendors will impact the Company.  Based on the Company's
current assessment, the costs of addressing potential problems are not currently
expected to have a material adverse impact on the Company's financial position,
results of operations or cash flows in future periods.  However, the failure by
any of these key vendors or business partners to adequately address the Year
2000 problem could result in disruptions in the supply or sale of the Company's
products, either of which would have a material adverse effect on the Company's
business, financial condition and results of operations.  Accordingly, the
Company plans to devote the necessary resources to resolve all significant Year
2000 issues in a timely manner.

Factors That May Affect Future Results

     The following is a discussion of certain factors that may affect the
Company's financial condition and results of operations.

Substantial Dependence upon Laura Ashley License

     Net sales of Laura Ashley Eyewear accounted for 74.6%, 72.5%, 56.4%, and
48.4% of the Company's net sales in fiscal 1996, fiscal 1997,  fiscal 1998, and
the 1999 second quarter, respectively. In March 1998, the Company launched the
Eddie Bauer Eyewear collection, which accounted for

                                       12
<PAGE>

20.9% of the Company's 1998 fiscal year net sales although it was on the market
for eight months of that fiscal year, and 31.9% of the Company's net sales in
the 1999 second quarter. While the Company intends to continue reducing its
dependence on the Laura Ashley Eyewear line through the development of Eddie
Bauer Eyewear and other brand names and product offerings, the Company expects
the Laura Ashley Eyewear line to continue to be one of the Company's leading
sources of revenue for the foreseeable future. The Company designs, markets and
distributes Laura Ashley Eyewear through an exclusive license with Laura Ashley
entered into in 1991. The Laura Ashley license terminates in 2001, but may be
renewed by the Company at least through January 2006 so long as the Company is
not in breach of the license agreement and meets certain minimum net sales
requirements. Laura Ashley may terminate the license before its term expires if
(i) the Company commits a material breach of the license agreement and fails to
cure that breach within 30 days after notice is given, (ii) the management or
control of the Company passes from Bernard Weiss and Julie Heldman to other
parties whom Laura Ashley may reasonably regard as unsuitable, (iii) the Company
fails to propose a selection of styles of eyewear which Laura Ashley in
exercising good faith is willing to approve for manufacture and distribution,
(iv) the Company fails to have net sales of Laura Ashley Eyewear sufficient to
generate minimum royalties in each of any two years, (v) the Company is unable
to pay its debts in the ordinary course of business or enters into liquidation,
becomes bankrupt or insolvent, or is placed in the control of a receiver or
trustee, or (vi) the Company in any year fails to spend a specified percentage
of net sales of Laura Ashley Eyewear on advertising and promotion. For purposes
of renewal and early termination of the license agreement, the Company must
generate total Laura Ashley Eyewear minimum net sales of $11,000,000,
$12,000,000, and $13,000,000 for the contract years ending January 31, 2000,
2001 and 2002, respectively. The Company has substantially exceeded its minimum
net sales requirements each year under the license agreement. The termination of
the Laura Ashley Eyewear license would have a material adverse effect on the
Company's business, operating results and financial condition.

Approval Requirements of Brand-Name Licensors

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

Limitations on Ability to Distribute other Brand-Name Eyeglass Frames

     Each of the Company's licenses limits the Company's right to market and
sell products with competing brand names. The Laura Ashley license prohibits the
Company from selling any range of designer eyewear that is similar to Laura
Ashley Eyewear in price and any of style, market position and market segment.
The Eddie Bauer license prohibits the Company from entering into license
agreements with companies which Eddie Bauer believes are its direct competitors.
The Hart Schaffner & Marx

                                       13
<PAGE>

license prohibits the Company from marketing and selling another men's brand of
eyeglass frames under a well-known fashion name with a wholesale price in excess
of $40. The COACH license prohibits the Company from marketing and selling
eyewear under the brand names COACH considers to be its direct competitors. The
Company expects that each future license it obtains will contain some
limitations on competition within market segments. The Company's growth,
therefore, will be limited to capitalizing on its existing licenses in the
prescription eyeglass market, introducing eyeglass frames in other segments of
the prescription eyeglass market, and manufacturing and distributing products
other than prescription eyeglass frames such as sunglasses. In addition, there
can be no assurance that disagreements will not arise between the Company and
its licensors regarding whether certain brand-name lines would be prohibited by
their respective license agreements. Disagreements with licensors may adversely
affect sales of the Company's existing eyeglass frames or prevent the Company
from introducing new eyewear products in market segments the Company believes
are not being served by its existing products.

Dependence Upon Contract Manufacturers; Foreign Trade Regulation

     The Company's frames are manufactured to its specifications by a number of
contract manufacturers located outside the United States, principally in Japan,
Hong Kong/China, France and Italy. The manufacture of high quality metal frames
is a labor-intensive process which can require over 200 production steps
(including a large number of quality-control procedures) and from 90 to 180 days
of production time. These long lead times increase the risk of overstocking, if
the Company overestimates the demand for a new style, or understocking, which
can result in lost sales if the Company underestimates demand for a new style.
While a number of contract manufacturers exist throughout the world, there can
be no assurance that an interruption in the manufacture of the Company's
eyeglass frames will not occur. An interruption occurring at one manufacturing
site that requires the Company to change to a different manufacturer could cause
significant delays in the distribution of the styles affected. This could cause
the Company to miss delivery schedules for these styles, which could materially
and adversely affect the Company's business, operating results and financial
condition.

     In addition, the purchase of goods manufactured in foreign countries is
subject to a number of risks, including foreign exchange rate fluctuations,
economic disruptions, transportation delays and interruptions, increases in
tariffs and duties, changes in import and export controls and other changes in
governmental policies. For frames purchased other than from Hong Kong/China
manufacturers, the Company pays for its frames in the currency of the country in
which the manufacturer is located and thus the costs (in United States dollars)
of the frames vary based upon currency fluctuations. Increases and decreases in
costs (in United States dollars) resulting from currency fluctuations generally
do not affect the price at which the Company sells its frames, and thus currency
fluctuations can impact the Company's gross margin and results of operations.

Relationships with Domestic Distributors

     The Company distributes its eyeglass frames to independent optical
retailers in the United States (other than California and Arizona) largely
through distributors who sell competing lines of eyeglass frames. The optical
industry is undergoing a period of consolidation, and during fiscal 1997 and
fiscal 1998, three of the Company's distributors were acquired by other
companies. Although the Company believes that its distributors currently devote
a great deal of time and resources to promoting the Company's products, there
can be no assurance that these distributors will continue to do so. The Company
does not have written agreements with its domestic distributors except for
written

                                       14
<PAGE>

understandings not to resell or divert Laura Ashley Eyewear through unauthorized
channels of distribution, and not to expand the territories in which they sell
the Company's products without the Company's prior consent. Accordingly, the
Company's domestic distributors may spend an increased amount of effort and
resources marketing competing products, and may terminate their relationships
with the Company at any time without penalty. There can be no assurance that the
informal nature of the Company's relationships with its domestic distributors
will not lead to disagreements between the Company and its distributors or
between the distributors themselves, which could have a material adverse impact
on the Company's business, operating results and financial condition.

International Sales

     International sales accounted for approximately 8.8%, 7.7% and 8.4% of the
Company's net sales in fiscal 1996, fiscal 1997, and fiscal 1998, respectively.
These sales were primarily in England, Canada, Australia, New Zealand, France
and the Netherlands. The Company's international business is subject to numerous
risks, including the need to comply with export and import laws, changes in
export or import controls, tariffs and other regulatory requirements, the
imposition of governmental controls, political and economic instability, trade
restrictions, the greater difficulty of administering business overseas and
general economic conditions. 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.

Product Returns

     The Company has a product return policy which it believes is standard in
the optical industry. Under that policy, the Company generally accepts returns
of non-discontinued product for credit, upon presentment and without charge.
According to the 1996 U.S. Optical Industry Handbook, the existence of this
policy in the optical business has led to some companies having return rates
over 20%. While the Company's product returns for fiscal 1996, fiscal 1997, and
fiscal 1998 amounted to 12.1%, 12.5%, and 13.8% of gross sales (sales before
returns), respectively, and while the Company maintains reserves for product
returns which it considers adequate, the possibility exists that the Company
could experience returns at a rate significantly exceeding its historical
levels, which could have a material adverse impact on the Company's business,
operating results and financial condition.

Availability of Vision Correction Alternatives

     The Company's future success could depend to a significant extent on the
availability and acceptance by the market of vision correction alternatives to
prescription eyeglasses, such as contact lenses and refractive (optical)
surgery. While the Company does not believe that contact lenses, refractive
surgery or other vision correction alternatives materially and adversely impact
its business at present, there can be no assurance that technological advances
in, or reductions in the cost of, vision correction alternatives will not occur
in the future, resulting in their more widespread use. Increased use of vision
correction alternatives could result in decreased use of the Company's eyewear
products, which would have a material adverse impact on the Company's business,
operating results and financial condition.

                                       15
<PAGE>

Acceptance of Eyeglass Frames; Unpredictability of Discretionary Consumer
Spending

     The Company's success will depend to a significant extent on the market's
acceptance of the Company's brand-name eyeglass frames. If the Company is unable
to develop new, commercially successful styles to replace revenues from older
styles in the later stages of their life cycles, the Company's business,
operating results and financial condition could be materially and adversely
affected. The Company's future growth will depend in part upon the effectiveness
of the Company's marketing and sales efforts as well as the availability and
acceptance of other competing eyeglass frames released into the market place at
or near the same time, the availability of vision correction alternatives,
general economic conditions and other tangible and intangible factors, all of
which can change and cannot be predicted.

     The Company's success also will depend to a significant extent upon a
number of factors relating to discretionary consumer spending, including the
trend in managed health care to allocate fewer dollars to the purchase of
eyeglass frames, and general economic conditions affecting disposable consumer
income, such as employment business conditions, interest rates and taxation. Any
significant adverse change in general economic conditions or uncertainties
regarding future economic prospects that adversely affect discretionary consumer
spending generally, and purchasers of prescription eyeglass frames specifically,
could have a material adverse effect on the Company's business, operating
results and financial condition.

Competition

   The markets for prescription eyewear are intensely competitive. There are
thousands of styles, including hundreds with brand names. At retail, the
Company's eyewear styles compete with styles that do and do not have brand
names, styles in the same price range, and styles with similar design concepts.
To obtain board space at an optical retailer, the Company competes against many
companies, both foreign and domestic, including Luxottica Group S.p.A.
(operating in the United States through a number of its subsidiaries), Safilo
Group S.p.A. (operating in the United States through a number of its
subsidiaries) and Marchon Eyewear, Inc. Signature's largest competitors have
significantly greater financial, technical, sales, manufacturing and other
resources than the Company. They also employ direct sales forces that are
significantly larger than the Company's, and are thus able to realize a higher
gross profit margin. At the distributor level, sales representatives often carry
many lines of eyewear, and the Company must vie for their attention. At the
major retail chains, the Company competes not only against other eyewear
suppliers, but also against the chains themselves, which license some of their
own brand names for design, manufacture and sale in their own stores. Luxottica,
one of the largest eyewear companies in the world, is vertically integrated in
that it manufactures frames, distributes them through direct sales forces in the
United States and throughout the world, and owns LensCrafters, one of the
largest United States retail optical chains.

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

                                       16
<PAGE>

Dependence on Key Personnel

     The Company's success has and will continue to depend to a significant
extent upon its executive officers, including Bernard Weiss (Chief Executive
Officer), Julie Heldman (President), Michael Prince (Chief Financial Officer),
Robert Fried (Senior Vice President of Marketing) and Robert Zeichick (Vice
President of Advertising and Sales Promotion). The loss of the services of one
or more of these key employees could have a material adverse effect on the
Company. The Company has entered into employment agreements with each of Ms.
Heldman and Messrs. Weiss, Prince, Fried and Zeichick, pursuant to which they
have agreed to render services to the Company until October 31, 2000. The
Company maintains and is the sole beneficiary of "key person" life insurance on
Ms. Heldman and Messrs. Weiss, Prince, Fried and Zeichick in the amount of
$1,500,000 each. In the event of the death of an executive officer, a portion of
the proceeds of the applicable policy would be used to pay the Company's
obligation under the officer's employment agreement. There can be no assurance
that the remaining proceeds of these policies will be sufficient to offset the
loss to the Company due to the death of that executive officer. In addition, the
Company's future success will depend in large part upon its ability to attract,
retain and motivate personnel with a variety of creative, technical and
managerial skills. There can be no assurance that the Company will be able to
retain and motivate its personnel or attract additional qualified members to its
management staff. The inability to attract and retain the necessary managerial
personnel could have a material adverse effect on the Company's business,
operating results and financial condition.

Management of Growth

     The Company has grown rapidly in recent years, with net sales increasing
from $20.1 million in fiscal 1994 to $40.9 million in fiscal 1998, and the
number of employees increasing from approximately 50 at October 31, 1994 to 142
at April 30, 1999. The Company's growth has placed substantial burdens on its
management resources, and as a result, the Company has made additions to its
management team. The Company's ability to manage its growth effectively will
require it to continue to improve its operational, financial and management
information systems and controls and to train, motivate and manage a larger
number of employees. There can be no assurance that the Company will be able to
sustain its historic rate of revenue growth, continue its profitable operations
or manage future growth successfully.

Control by Directors and Executive Officers

     The directors and executive officers of the Company owned approximately
56.5% of the Company's outstanding shares at April 30, 1999. As a result, the
directors and executive officers control the Company and its operations,
including the approval of significant corporate transactions and the election of
at least a majority of the Company's Board of Directors and thus the policies of
the Company. The voting power of the directors and executive officers could also
serve to discourage potential acquirors from seeking to acquire control of the
Company through the purchase of the Common Stock, which might depress the price
of the Common Stock.

Quarterly and Seasonal Fluctuations

     The Company's results of operations have fluctuated from quarter to quarter
and the Company expects these fluctuations to continue in the future.
Historically, the Company's net sales in the quarter ending January 31 (its
first fiscal quarter) have been lower than net sales in other fiscal quarters.
The

                                       17
<PAGE>

Company attributes lower net sales in the first quarter in part to low consumer
demand for prescription eyeglasses during the holiday season and year-end
inventory adjustments by distributors and independent optical retailers. A
factor which may significantly influence results of operations in a particular
quarter is the introduction of a brand-name collection, which results in
disproportionate levels of selling expenses due to additional advertising,
promotions, catalogs and in-store displays. Introduction of a new brand may also
generate a temporary increase in sales due to initial stocking by retailers.
Other factors which can influence the Company's results of operations include
customer demand, the mix of distribution channels through which the eyeglass
frames are sold, the mix of eyeglass frames sold, product returns, delays in
shipment and general economic conditions.

No Dividends Anticipated

     The Company does not currently intend to declare or pay any cash dividends
and intends to retain earnings, if any, for the future operation and expansion
of the Company's business.

Possible Anti-Takeover Effects

     The Company's Board of Directors has the authority to issue up to 5,000,000
shares of Preferred Stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the shareholders. The Preferred Stock could be
issued with voting, liquidation, dividend and other rights superior to those of
the Common Stock. No shares of Preferred Stock of the Company are outstanding,
and the Company has no present intention to issue any shares of Preferred Stock.
However, the rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company, which may depress the market value of the Common Stock. In addition,
each of the Laura Ashley, Hart Schaffner & Marx, and Eddie Bauer licenses allows
the licensor to terminate its license upon certain events which under the
license are deemed to result in a change in control of the Company. See "--
Substantial Dependence Upon Laura Ashley License." The licensors' rights to
terminate their licenses upon a change in control of the Company could have the
effect of discouraging a third party from acquiring or attempting to acquire a
controlling portion of the outstanding voting stock of the Company and could
thereby depress the market value of the Common Stock.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

     Foreign Currency Risks.  During fiscal 1998, a maximum of $2,174,000 and a
minimum of $667,000 of the Company's accounts payable were payable in foreign
currency.  During the 1999 second quarter, a maximum of $1,284,218 and a minimum
of $468,570 of the Company's accounts payable were payable in foreign currency.
These foreign currencies included Japanese Yen, Italian Lire and French Francs.
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

                                       18
<PAGE>

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 forward commitments for foreign currencies in the amount of $59,000
at October 31, 1998 and $223,000 at April 30, 1999. International sales
accounted for approximately 8.4% of the Company's net sales in fiscal 1998 and
6.6% of the Company's net sales in the 1999 second quarter. Although the
Company's international sales are principally in United States dollars, sales to
international customers may also be affected by changes in demand resulting from
fluctuations in interest and currency exchange rates. There can be no assurance
that these factors will not have a material adverse effect on the Company's
business, operating results and financial condition. For frames purchased other
than from Hong Kong/China manufacturers, the Company pays for its frames in the
currency of the country in which the manufacturer is located and thus the costs
(in United States dollars) of the frames vary based upon currency fluctuations.
Increases and decreases in costs (in United States dollars) resulting from
currency fluctuations generally do not affect the price at which the Company
sells its frames, and thus currency fluctuation can impact the Company's gross
margin.

     Interest Rate Risk.  Under the Company's Credit Agreement, its bank has
agreed to provide the Company an unsecured revolving line of credit up to an
aggregate of $5,000,000.  At the Company's option, interest may be based on the
London Interbank Offered Rate ("LIBOR") plus 2%, or at the bank's prime rate.
At April 30, 1999, no amounts were due to the bank under the Credit Agreement.
Any interest which may in the future become payable on the Company's bank line
of credit will be based on variable interest rates and will therefore be
affected by changes in market interest rates.  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.

                                       19
<PAGE>

                                    PART II
                               OTHER INFORMATION

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

    At the Company's 1999 Annual Meeting of Shareholders held on April 23, 1999
(the "Annual Meeting"), the Company's shareholders elected Bernard Weiss, Julie
Heldman, Michael Prince, Daniel Warren, Maurice Buchsbaum and Joel Johnson to
serve as directors of the Company until the next annual meeting and until their
respective successors have been elected. Bernard Weiss and Maurice Buchsbaum
each were elected by a vote of 4,981,878 shares in favor of, and 6,200 shares
against, that director, and Julie Heldman, Michael Prince, Daniel Warren and
Joel Johnson each were elected by a vote of 4,982,378 shares in favor of, and
5,700 shares against, that director. There were no broker non-votes at the
Annual Meeting.

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

        (a)  Exhibits:

             Exhibit 10.1  License Agreement, dated as of March 11, 1999,
                           between the Registrant and Coach, a division of Sara
                           Lee Corporation. [Portions of this exhibit have been
                           omitted and filed separately with the Securities and
                           Exchange Commission pursuant to a request for an
                           order granting confidential treatment.]

             Exhibit 10.2  First Addendum to License Agreement Dated June 24,
                           1997, dated as of March 26, 1999, between the
                           Registrant and Eddie Bauer, Inc. [Portions of this
                           exhibit have been omitted and filed separately with
                           the Securities and Exchange Commission pursuant to a
                           request for an order granting confidential
                           treatment.]

             Exhibit 27.1  Financial Data Schedule

        (b)  Reports on Form 8-K.

             No reports on Form 8-K were filed during the period covered by this
             quarterly report.

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<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 14, 1999                                SIGNATURE EYEWEAR, INC.


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


                                                       /s/ Michael Prince
                                                      --------------------
                                                      Michael Prince
                                                      Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)

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