**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

**FORM 20-F/A**
| **(Mark One)**                                        | ** ** | ** **                                                                                                         |
|-------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **o**                                                 | ** ** | **REGISTRATION STATEMENT PURSUANT TO  SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                            | ** ** | ** **                                                                                                         |
| **OR**                                                |
| ** **                                            | ** ** | ** **                                                                                                         |
| **x**                                                 | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                |
| ** **                                            | ** ** | ** **                                                                                                         |
| **For the  fiscal year ended December 31, 2005** |
| ** **                                            | ** ** | ** **                                                                                                         |
| **OR**                                                |
| ** **                                            | ** ** | ** **                                                                                                         |
| **o**                                                 | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**            |
| ** **                                            | ** ** | ** **                                                                                                         |
| **OR**                                                |
| ** **                                            | ** ** | ** **                                                                                                         |
| **o**                                                 | ** ** | **SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                   |

 

**Commission file number 1-10421**

 

**LUXOTTICAGROUP S.p.A.**(Exact name of Registrant as specified in its charter)(Translation of Registrant’s name into English)

 

**REPUBLICOF ITALY**(Jurisdiction of incorporation or organization)

 

**VIA CANTÙ2, MILAN 20123, ITALY**(Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act.

 

| **Title of each class**     |   | **Name of  each exchange of which registered** |
|-----------------------------|--------|------------------------------------------------|
| ORDINARY SHARES,  PAR VALUE |   | NEW YORK STOCK  EXCHANGE                       |
| EURO 0.06 PER  SHARE*       |   |                                           |
|                        |   |                                           |
| AMERICAN  DEPOSITARY        |   | NEW YORK STOCK  EXCHANGE                       |
| SHARES, EACH  REPRESENTING  |   |                                           |
| ONE ORDINARY  SHARE         |   |                                           |

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* Not for trading, butonly in connection with the registration of American Depositary Shares,pursuant to the requirements of the New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) ofthe Act:

**None.**

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) ofthe Act.

**None.**

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

| **ORDINARY SHARES, PAR VALUE EURO  0.06 PER SHARE** |   | **457,975,723** |
|-----------------------------------------------------|--------|-----------------|

Indicateby check mark if the Registrant is a well-known seasoned issuers, as defined inRule 405 of the Securities Act.

Yes o   No x

If thisreport is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1034.

Yes  o  Nox

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

Yes x   No o

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer.

Largeacceleratedfiler                                Acceleratedfiler                                x  Non-accelerated filer

Indicateby check mark which financial statement item the registrant has elected tofollow.

Item 17 o   Item18 x

 

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**EXPLANATORY NOTE**

** **

This Amendment No. 1(“Amendment No. 1”) to the Annual Report on Form20-F for the year ended December 31, 2005, as filed with the U.S. Securitiesand Exchange Commission (the “SEC”) on June 28, 2006 (the “Original Form20-F”), is being filed solely to correct certain non-substantive errors inItems 6 and 16A with respect to our Board of Statutory Auditors and our “auditcommittee financial expert.” Except as described above, no other changes havebeen made to the Original Form 20-F.

 

Except for the certifications, this Amendment No. 1 speaks as of thefiling date of the Original Form 20-F. Other than for the purpose of amendingItems 6 and 16A, this Amendment No. 1 does not, and does not purport to, amend,update or restate the information in any other item of the Original Form 20-F.

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| **PART I**    |       |          |
|--------------------|------------|---------------|
| ** **         | ** ** | **ITEM 6.**   | ** ** | **DIRECTORS, SENIOR MANAGEMENT  AND EMPLOYEES** |   |   |
| ** **         | ** ** | ** **    | ** ** | ** ** |   |   |
| **PART II**   |       |          |
| ** **         | ** ** | **ITEM 16A.** | ** ** | **AUDIT COMMITTEE FINANCIAL  EXPERT** |   |   |
| ** **         | ** ** | ** **    | ** ** | ** ** |   |   |
| PART III      |       |          |
| ** **         | ** ** | **ITEM 19.**  | ** ** | **EXHIBITS** |   |   |
| ** **         | ** ** | ** **    | ** ** | ** ** |   |   |
| **SIGNATURES**     |       |          |
| ** **         |       |          |
| EXHIBIT INDEX |       |          |

 

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**PART I**

**ITEM 6. DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES**

**Directorsand Senior Management**

TheBoard of Directors of Luxottica Group S.p.A. currently consists of 12 members.

Setforth below is certain information regarding the directors and senior managementof Luxottica Group S.p.A. as of December 31, 2005, except as otherwisespecified:

 
| **Name**                   | ** ** | **Age(1)** | ** ** | **Officer or  Director  Since(2)** | ** ** | **Position(1)**                                   |
|----------------------------|------------|------------|------------|------------------------------------|------------|---------------------------------------------------|
| Leonardo Del  Vecchio      |       | 70         |       | 1961                               |       | Chairman of the Board of Directors                |
| Luigi  Francavilla         |       | 68         |       | 1968                               |       | Deputy Chairman                                   |
| Andrea Guerra              |       | 40         |       | 2004                               |       | Chief Executive Officer and Director              |
| Tancredi Bianchi           |       | 77         |       | 1990                               |       | Director                                          |
| Mario Cattaneo             |       | 75         |       | 2003                               |       | Director                                          |
| Enrico Cavatorta           |       | 44         |       | 1999/2003                          |       | Group Chief Financial Officer and Director        |
| Roberto Chemello           |       | 51         |       | 1979                               |       | Head of Group Operations and Director             |
| Claudio Del  Vecchio       |       | 48         |       | 1978                               |       | Director                                          |
| Sergio Erede               |       | 65         |       | 2004                               |       | Director                                          |
| Sabina Grossi              |       | 40         |       | 2003                               |       | Director                                          |
| Gianni Mion                |       | 60         |       | 2004                               |       | Director                                          |
| Lucio Rondelli             |       | 81         |       | 1990                               |       | Director                                          |
| Frank Baynham              |       | 52         |       | 1987                               |       | Executive Vice President—Stores, Retail N.A. |
| Chris Beer                 |       | 39         |       | 2003                               |       | Chief Operating Officer, Retail A.P.              |
| Luca Biondolillo           |       | 39         |       | 2004                               |       | Head of Group Communications                      |
| Michael Boxer              |       | 44         |       | 1993                               |       | Senior V.P. General Counsel N.A.                  |
| Kerry Bradley              |       | 49         |       | 1988                               |       | Chief Operating Officer of Retail N.A.            |
| Tom Coleman                |       | 57         |       | 1987                               |       | Executive V.P., Retail A.P.                       |
| Mildred Curtis             |       | 49         |       | 1988                               |       | Senior Vice President, Human Resources N.A.       |
| Fabio  D’Angelantonio |       | 36         |       | 2005                               |       | Head of Group Marketing                           |
| Jack Dennis                |       | 60         |       | 1982                               |       | C.F.O. and C.A.O. of Retail N.A.                  |
| Valerio Giacobbi           |       | 41         |       | 1991                               |       | E.V.P. Retail N. A.                               |
| Garland Gunter             |       | 55         |       | 1986                               |       | Chief Information Officer of Retail N.A.          |
| Giuseppe La  Boria         |       | 47         |       | 2001                               |       | Head of Wholesale Europe & South         |
| Mario Lugli                |       | 58         |       | 2005                               |       | Group General Counsel and Corporate Secretary     |
| Peter McClelland           |       | 37         |       | 2003                               |       | C.F.O. and C.A.O. of Retail A.P.                  |
| Seth McLaughlin            |       | 43         |       | 1994                               |       | S.V.P. Consumer Marketing of Retail N.A.          |
| Enrico Mistron             |       | 36         |       | 1995                               |       | Group Controller                                  |
| Antonio Miyakawa           |       | 39         |       | 1993                               |       | Head of Wholesale and Group Marketing             |
| Mario Pacifico             |       | 43         |       | 2003                               |       | Head of Group Internal Auditing                   |
| Nicola Pelà           |       | 43         |       | 2005                               |       | Head of Group Human Resources                     |
| Umberto Soccal             |       | 55         |       | 1988                               |       | Group Chief Information Technology Officer        |
| Marco Vendramini           |       | 35         |       | 1997                               |       | Group C.A.O.                                      |

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(1)                                  Exceptas otherwise specified, all ages and positions are as of December 31,2005.

(2)           Reflectsperiod of affiliation with Luxottica Group S.p.A. or any of our predecessorsand affiliates.

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Executiveofficers serve at the discretion of the Board of Directors. The independent andnon-executive directors are Messrs. Rondelli, Bianchi, Cattaneo and Mion. Mr. Eredeand Mrs. Grossi are also non-executive directors.

Pursuantto Italian law, we also maintain a Board of Statutory Auditors, elected at theshareholders’ meeting, composed of three experts in accounting matters who arerequired to have no other affiliation with Luxottica Group S.p.A. and who mustsatisfy certain professional and other standards. The Board of StatutoryAuditors is required to verify that we: (i) comply with applicable law andour bylaws; (ii) respect the principles of correct administration; (iii) maintainadequate organizational structure, internal controls and administrative andaccounting systems; and (iv) ensure that our accounting system representsthe facts in a fair and true manner. Although members of the Board of StatutoryAuditors are required to attend the meetings of the Board of Directors, theExecutive Committee and the shareholders, they do not vote on matters submittedto such meetings. Effective as of June 14, 2006, the members of the Board ofStatutory Auditors are Marco Reboa, Chairman, Giorgio Silva and Enrico Cervellera.A short biography of each of our Directors and executive officers is set forthbelow:

**LeonardoDel Vecchio** is the founder of our operations and has been Chairmanof the Board since the Group was formed in 1961. In 1986, the President of theRepublic of Italy conferred on Mr. Del Vecchio the honor of Cavaliere dell’Ordineal “Merito del Lavoro” (Knight of the Order for Labor Merit). In May 1995,he received an honorary degree in Business Administration from the Venice Ca’Foscari University. In 1999, he received a Master “honoris causa” inInternational Business from MIB- Management School in Trieste, and in 2002, hereceived an honorary degree in Managerial Engineering from the University ofUdine. In March 2006, Mr. Del Vecchio received another honorarydegree in Materials Engineering from Politecnico of Milan.

**LuigiFrancavilla** joined the Group in 1968, has been DeputyChairman since 1981 and is Chairman of Luxottica S.r.l., our principaloperating subsidiary. From 1972 to 1977, Mr. Francavilla was GeneralManager of Luxottica S.r.l. and, from 1969 to 1971, he served as TechnicalGeneral Manager of Luxottica S.r.l. In April 2000, he received an honorarydegree in Business Administration from Constantinian University.

**AndreaGuerra** was appointed a Director and Chief Executive Officerof the Company on July 27, 2004. Prior to joining the Company, Mr. Guerrawas with Merloni Elettrodomestici since 1994, where from 2000, he was its ChiefExecutive Officer. Prior to being at Merloni, Mr. Guerra worked forMarriott Italia where he became Director of Marketing. Mr. Guerra is alsodirector of the new Parmalat S.p.A. and of Banca Nazionale del Lavoro S.p.A. Hereceived a degree in Business Administration from the “La Sapienza” Universityof Rome in 1989.

**TancrediBianchi** has been a Director since 1990 and is emeritusProfessor of Credit and Banking at the Bocconi University in Milan where he wasa professor from 1978 to 2003. In 1959, he qualified for University teachingand began teaching Banking Technique at the Venice University (“Ca’ Foscari”),as well as the Pisa and Rome (“La Sapienza”) Universities. He has been a memberof the Board of Directors of Montedison, Credito Bergamasco (where he wasExecutive Vice Chairman, Chief Executive Officer and Chairman from 1981 and1989), Credito Emiliano, Credito Romagnolo and Cassa di Risparmio di VeronaS.p.A. From 1982 until 2003, Mr. Bianchi was Chairman of the ItalianPrivate Banking Association, and from 1991 to 1998, he was Chairman of theItalian Banking Association, where he is now Honorary Chairman.

**MarioCattaneo** has been a Director of the Company since 2003. He isemeritus professor of Corporate Finance at the Catholic University of Milan. Hewas a director of Eni S.p.A. from 1998 until 2005 and of Unicredito from 1999until 2005 and Statutory Auditor of the Bank of Italy from 1991 until 1999. Heis a member of the Board of Directors of Banca Lombarda S.p.A., Bracco S.p.A.and Fin. Bansel S.p.A.and Chairman of CBI Factor S.p.A., and Chairman of theBoard of Statutory Auditors of Intesa Mediofactoring S.p.A., Sara AssicurazioniS.p.A., Italiana Assicurazioni S.p.A. and B.P.U. Assicurazioni S.p.A.

**EnricoCavatorta** has been a Director of the Company since 2003. Hehas been Chief Financial Officer since he joined the Group in 1999, and he is adirector of the principal subsidiaries of the Company. Prior to joiningLuxottica, Mr. Cavatorta was with Piaggio S.p.A., most recently as GroupController, responsible for planning and control. From 1993 to 1996, Mr. Cavatortawas a consultant with McKinsey & Co., having joined the firm fromProcter & Gamble Italy, where he worked from 1985 to 1993, mostrecently as Controller. Mr. Cavatorta graduated with the highest honorsfrom the LUISS University in Rome with a bachelor’s degree in BusinessAdministration.

**RobertoChemello** joined the Group in 1979. He is a Director of theCompany and Chief Executive Officer of Luxottica S.r.l., our principaloperating subsidiary. Prior to 1985, Mr. Chemello was Chief FinancialOfficer of the Company, 

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and until July 27,2004, he was Chief Executive Officer of the Company. Mr. Chemellograduated with a degree in Business Administration from the Ca’ FoscariUniversity in Venice.

**ClaudioDel Vecchio,** a son of Leonardo Del Vecchio, joined the Groupin 1978 and has been a Director since 1981. From 1979 to 1982, he managed ourItalian and German distribution operations. From 1982 until 1997, he wasresponsible for all business operations of the Group in North America. He alsoserves as a Director of U.S. Holdings, a key subsidiary in North America.Claudio Del Vecchio is Chairman and Chief Executive Officer of Retail BrandAlliance, the owner of Brooks Brothers Inc. and other clothing apparelcompanies.

**SergioErede** has been a Director of the Company since 2004. Mr. Eredegraduated magna cum laude from the University of Milan in 1962 with a degree injurisprudence and obtained an LL.M. from Harvard Law School in 1964. From 1965to 1969, he was head of the legal department of IBM Italia S.p.A. Prior to suchtime, Mr. Erede was an attorney at the law firm of Sullivan &Cromwell from 1964 to 1965, and the law firm of Hale & Dorr from 1963to 1964. In 1999, he founded the law firm of Bonelli, Erede &Pappalardo (which is the successor by merger to the firm of Erede e Associati),a leading firm in Italian financial transactions. Additionally, Mr. Eredeis Vice Chairman of Banca Nazionale del Lavoro S.p.A. and a member of the boardof directors of several Italian companies including Marzotto S.p.A., InterpumpS.p.A., Autogrill S.p.A., Carraro S.p.a, Valentino Fashion Group S.p.a. andGalbani S.p.a.

**SabinaGrossi** has been a Director of the Company since 2003. Shejoined Luxottica Group S.p.A. in 1996 and was Head of Investor Relations, aposition which she held from 1996 until 2004. Prior to joining Luxottica GroupS.p.A., she was a financial analyst with Caboto Sim S.p.A. from 1994 until 1996.From 1991 to 1993, Ms. Grossi was an associate professor in the school ofengineering of the La Sapienza University in Rome, where she taughtundergraduate courses as well as published papers on mathematics andstatistics. Ms. Grossi, who is a C.P.A. in Italy, graduated with the highesthonors from the LUISS University in Rome with a bachelor’s degree in BusinessAdministration. Ms. Grossi is currently a member of the Board of Directorsof Molecular Medicine S.p.A. and of the non-profit Foundation Oliver Twist.

**GianniMion** has been a Director of the Company since 2004. He isChief Executive Officer of Edizione Holding S.p.A. (the investment company ofthe Benetton family), a position he has held since 1986. Prior to joiningEdizione Holding S.p.A., Mr. Mion was the Chief Financial Officer ofMarzotto S.p.A. from 1985 to 1986, Managing Director of Fintermica S.p.A. from1983 to 1985, Vice President of Gepi S.p.A. from 1974 to 1982, controller ofMcQuay Europa S.p.A. from 1972 to 1974 and an auditor at the accounting firm ofKPMG from 1967 to 1972. Mr. Mion is currently a member of the board ofdirectors of several public companies, including Benetton Group S.p.A.,Autogrill S.p.A., Autostrade S.p.A., Olimpia and Telecom Italia. Gianni Miongraduated from the Venice University Ca’ Foscari with a degree in BusinessAdministration and is a Certified Public Accountant.

**LucioRondelli** has been a Director of the Company since 1990.Mr. Rondelli was the Chairman of UniCredito Italiano S.p.A until 2001,having held various positions with the bank continuously from 1947. Mr. Rondelliis currently Chairman of Assiparos GPA and Banca Italease and a director ofSpafid. In 1976 he received the honor of Cavaliere di Gran Croce dell’Ordine(Knight of the Great Cross Order) for merit to the Republic of Italy and in1988 the President of the Republic of Italy conferred on him the honor ofCavaliere dell’Ordine al “Merito del Lavoro” (Knight of the Order for LaborMerit).

**FrankBaynham** has been Executive Vice President, Stores of RetailNorth America since 1999. Mr. Baynham is responsible for store operationsfor all LensCrafters,  Sunglass Hut andCole stores. Mr. Baynham has held various other senior executive rolessince joining LensCrafters in 1987. Prior to 1987, he worked in marketing forProcter and Gamble and was a captain in the U.S. Army. Mr. Baynhamgraduated with a degree in Finance from Murray State University.

**ChrisBeer**is Chief Operating Officer of Luxottica Retail - AsiaPacific. Mr. Beer has held this position since 2003, having had 22 yearsof experience with the OPSM Group (later acquired by Luxottica). He held seniorexecutive positions in sales and operations before being appointedInternational HR Manager for the OPSM Group in 1999 and General Manager Retailfor OPSM Australia in 2001. Mr. Beer oversees group operations, marketing,merchandise, distribution and manufacturing for the Asia Pacific Region.

**Luca Biondolillo**, head of communications, overseesmedia, corporate and investor relations for Luxottica Group. He joined theGroup in March 2004 from JPMorgan Chase in New York, where he was vicepresident responsible for US-based relationships with the Bank’s AmericanDepositary Receipts (ADR) clients in Europe and Asia. Mr. Biondolillopreviously served as a partner with Breakstone & Ruth, a NewYork-based financial and media communications specialist firm and as vicepresident within the financial communications and investor relations practiceof Golin/Harris, a leading public relations firm and a member of theInterpublic Group of Companies (IPG). He holds a bachelor’s degree in BusinessAdministration 

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from Bernard M.Baruch College, City University of New York, and he is a member of the U.S.National Investor Relations Institute (NIRI), the UK Investor Relations Society(IRS), the Public Relations Society of America (PRSA) and the Italianassociation of communications professionals, FERPI.

**Michael Boxer** has been theSenior Vice President, General Counsel — North America since September 2005.Mr. Boxer is responsible for overseeing all legal matters for the Company’sNorth American retail and wholesale operations. Mr. Boxer has held variousother executive roles since joining the Company in 1993. Prior to joiningLuxottica in 1993, Mr. Boxer served as a corporate attorney with the law firmof Winston & Strawn in New York. He received his undergraduate degreefrom Columbia University and his law degree from the New York University Schoolof Law.

**KerryBradley** has been Chief Operating Officer of Retail NorthAmerica since 2002, prior to which he served as Executive Vice President ofLensCrafters since June of 1998. Mr. Bradley is responsible for allLensCrafters, Sunglass Hut, Cole and EyeMed sales, marketing and operations. Mr. Bradleyhas held various other senior executive roles since joining LensCrafters in1988. Mr. Bradley has a Master’s degree in Business from the University ofEdinburgh, Scotland and a B.S. degree in Business from Auburn University inAlabama.

**TomColeman** has been Executive Vice President Retail Asia Pacificsince 2003. Mr. Coleman is responsible for all activities of the  Group in the Asia Pacific Region, whichincludes Australia, New Zealand, Hong Kong, Singapore and Malaysia, and priorto this, he served as Executive Vice President of LensCrafters since 1997. Mr. Colemanhas held various other senior executive roles since joining LensCrafters in1987.

**MildredCurtis**has been Senior Vice President, Human Resources NorthAmerica since 2005. She was Senior Vice President, Legal and Human Resources ofLensCrafters from 2001 to 2005. She held other executive roles since joiningLensCrafters in 1988. Ms. Curtis has a J.D. from the University ofCincinnati and a bachelor’s degree from Chatham College.

 

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**Fabio D’Angelantonio**has been Head of Group Marketing since 2005. After experiencewith the European Union and in the Olivetti Marketing Department in Brusselsand Madrid, Mr. D’Angelantonio led the international department from 1995to 2000 for the Belgian publishing house Editions Hemma (part of theHavas-Vivendi group). At the beginning of 2000, Mr. D’Angelantonio joinedCiaoweb (Fiat-Ifil group) where he held the position of Channel Manager,eventually moving to Merloni Elettrodomestici, today Indesit Company, where heheld increasingly senior positions ending in Brand & AdvertisingManager, responsible for the management of the entire brand portfolio for thegroup. After receiving a degree in Business Administration in 1994 from theLUISS University in Rome, he completed an MBA in International Management atthe UBI in Brussels in 1999.

**JackDennis** has been Chief Financial Officer and ChiefAdministrative Officer of Retail North America since 2001, prior to which timehe served as Chief Financial Officer of LensCrafters since 1992 and ChiefAdministrative Officer since 1999. Prior to 1992, he was Controller ofLensCrafters, Vice President of Finance in several divisions of U.S. Shoe, anda Senior Audit Manager with Arthur Andersen & Co. Mr. Dennisgraduated with a degree in Accounting from the University of Kentucky.

**ValerioGiacobbi** has been Executive Vice President Retail NorthAmerica since 2001. Prior to 2001, he was General Affairs Manager of LuxotticaGroup S.p.A. since 1991. Mr. Giacobbi graduated with a degree in BusinessAdministration from the Ca’ Foscari University in Venice.

**Garland Gunter** has been ChiefInformation Officer of Retail North America since 1992. Mr. Gunter isresponsible for all information technology supporting Retail and Managed VisionCare in North America. Prior to 1992, Mr. Gunter served as Director ofInformation Systems since joining LensCrafters in 1986. Prior to 1986, heworked in various IT management roles in retail and healthcare. Mr. Gunterhas a degree in Business Administration from Cleveland State University.

**GiuseppeLa Boria** joined Luxottica Group S.p.A. in 2001 as Head ofSales for the Wholesale Division. Prior to joining Luxottica Group S.p.A., Mr. LaBoria worked in Safilo S.p.A. as Sales Manager for Italy, during which periodhe was also responsible for all the commercial and marketing aspects of theDiesel Shades launch.

**Mario Lugli** has been General Counsel andSecretary to the Board of Directors of Luxottica Group S.p.A. since he joinedthe group in January 2005. He is an attorney at law. He served as head oflegal affairs from 1973 to 2004 in various groups of companies suchas Montedison, IRI-Italstat, Fiat, Rcs Media, and British Telecom Albacom.He is currently a member of the Board of Directors of various LuxotticaGroup companies. He is an auditor registered at the Ministry of Justice inItaly. He graduated cum laude from the University of Modena in 1969 andobtained an LL.M. from Oxford University.

**Peter McClelland** is ChiefFinance & Administration Officer of Luxottica Retail — Asia Pacific. AsCFAO, he has responsibility for shared support services, including finance, ITand HR, for Luxottica operations in Australia, New Zealand, Hong Kong andChina. Prior to joining OPSM Group, later acquired by Luxottica in 2003, heheld senior strategic and business planning roles in the retail sector inAustralia. He began his career with KPMG in audit supervisor risk management.

**Seth McLaughin** has been SeniorVice President, Consumer Marketing of Luxottica Retail North America since October 2004.He is responsible for overseeing marketing activities across all LuxotticaRetail brands. Prior to October 2004, he served as Vice President,Consumer Marketing since July 1998. Prior to joining the Luxottica Grouphe worked at Boston Consulting Group, from 1990 to 1994, and in strategicconsulting for Procter & Gamble, from 1984 to 1990. Mr. McLaughinhas a Bachelor of Science degree from Iowa State University.

**EnricoMistron**joined Luxottica Group S.p.A. in 1995 as Financial Analyst.Since joining us, he has handled various assignments in the Finance Departmentincluding mergers and acquisitions. Mr. Mistron earned a degree withhonors in Business Administration from the Ca’ Foscari University in Venice. Aftergraduation, Mr. Mistron was involved in some research assignments for theDepartment of Economics at Ca’ Foscari University in Venice and attended acourse at SDA Bocconi in Corporate Finance. Mr. Mistron’s area ofexpertise is Economics and Business Administration. Presently, he is GroupController of the Luxottica Group.

**AntonioMiyakawa** is currently the Head of Wholesale and GroupMarketing for Luxottica Group S.p.A., a position he held since 2003. Previouslyhe was head of our Asian wholesale operations, a position he has held since1999. Prior to this he served as Executive Vice President of Luxottica’sJapanese operations. Prior to joining Luxottica Group 

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S.p.A., Mr. Miyakawawas a junior consultant for Compact S.r.l. (an Italian consulting firm) workingon various Luxottica matters.

**MarioPacifico**  has been Head of Internal Auditing since he joined Luxottica Group S.p.Ain 2003. Prior to joining Luxottica Group S.p.A., he was VP of InternalAuditing of Prada Group. From 1990 to 2000, Mr. Pacifico was Controller ofEni’s upstream Italy Division, Chief Financial Officer of Agip Trading B.V. andan Audit Manager in Agip S.p.A. Mr. Pacifico graduated from Luigi BocconiUniversity in Milan with a degree in Business Administration.

**NicolaPelà** has been Head of Group Human Resources since 2005. Priorto joining the Company, he was Human Resources Director of Eli Lilly from 2001to 2003, first in Indianapolis and later in Brussels, and VP HR Director forItaly of SmithKline Beecham from 2000 to 2001. He was HR Manager in variousItalian companies such as OlivettiGroup, Fiat Group and Barilla Group from 1988 to 2000. Mr. Pelà has abachelor’s degree in Law with honours and a master’s degree in BusinessAdministration from CUOA.

**UmbertoSoccal** joined Luxottica Group S.p.A. in 1988 as ChiefInformation Technology Officer. As we expanded our distribution network, hebecame responsible for the computer systems of all of our Europeansubsidiaries. Mr. Soccal previously worked as a software programmer andchief of the data processing center for the Provincial Industry Association.

**MarcoVendramini** joined Luxottica Group S.p.A. in 1997 as afinancial analyst and was later appointed Corporate Forecasting and ReportingManager. Since February 2005, he has been Chief Administrative Officer ofLuxottica Group. Mr. Vendramini has a degree in Business Administrationfrom University of Udine. During and after graduation, he attended severalcourses at the European Business Management School of Swansea and in BusinessAdministration at the employers’ association of Treviso. Prior to joiningLuxottica, Mr. Vendramini worked in the accounting department of a textilecompany in Treviso.

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**Compensation**

Setforth below is information regarding total cash compensation paid to themembers of our Board of Directors and our Board of Statutory Auditors forservices rendered to Luxottica Group S.p.A. and our subsidiaries during 2005:

 
| **Name**                                                           | ** ** | **Base  Compensation  (Euro)** | ** ** | **Other  Compensation  (Euro)** | ** ** | **Total Cash  Compensation  (Euro)** | ** ** |
|--------------------------------------------------------------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------------------------------|------------|
| Leonardo Del Vecchio*Chairman of the Board of Directors*           |       | 139,200                        |       | 1,021,872                       |       | 1,161,072                                 |       |
| Luigi Francavilla*Deputy Chairman*                                 |       | 139,200                        |       | 1,027,949                       |       | 1,167,149                                 |       |
| Andrea Guerra*Chief Executive Officer*                             |       | 900,000                        |       | 608,980                         |       | 1,508,980                                 |       |
| Tancredi Bianchi*Director*                                         |       | 91,194                         |       | —                          |       | 91,194                                    |       |
| Mario Cattaneo*Director*                                           |       | 81,198                         |       | —                          |       | 81,198                                    |       |
| Enrico Cavatorta*Director*                                         |       | 81,198                         |       | 526,104                         |       | 607,302                                   |       |
| Roberto Chemello*Director*                                         |       | 81,198                         |       | 1,002,255                       |       | 1,083,453                                 |       |
| Claudio Del Vecchio*Director*                                      |       | 81,198                         |       | 251,188                         |       | 332,386                                   |       |
| Sergio Erede*Director*                                             |       | 81,198                         |       | —                          |       | 81,198                                    |       |
| Sabina Grossi*Director*                                            |       | 81,198                         |       | 11,269                          |       | 92,467                                    |       |
| Gianni Mion*Director*                                              |       | 81,198                         |       | —                          |       | 81,198                                    |       |
| Lucio Rondelli*Director*                                           |       | 96,198                         |       | —                          |       | 96,198                                    |       |
| Giancarlo Tomasin (1)*Chairman of the Board of Statutory Auditors* |       | 93,549                         |       | —                          |       | 93,549                                    |       |
| Mario Medici (1)*Member of the Board of Statutory Auditors*        |       | 59,389                         |       | 13,192                          |       | 72,581                                    |       |
| Walter Pison (1)*Member of the Board of Statutory Auditors*        |       | 56,298                         |       | 53,677                          |       | 109,975                                   |       |

 

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(1)                                  Theterms of Messrs. Tomasin, Medici and Pison ended on June 14, 2006.

Aggregatecompensation paid by us to our senior management (excluding directors) as agroup (21 people) was approximately Euro 10.2 million in 2005, of whichapproximately Euro 0.9 million represented provision for terminationindemnities and social security charges required by Italian law. Members ofthis group were also granted options to purchase an aggregate of 369,000 of ourordinary shares at an exercise price of Euro 16.89 per share in 2005. Theseoptions expire on January 31, 2014. The aggregate amount set aside oraccrued during the year ended December 31, 2005 to provide pension andretirement benefits for our directors who are also members of our managementwas Euro 643,000. Our directors who are not members of management do notreceive such benefits.

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**Employees**

As of December 31,2005, we employed approximately 55,000 employees worldwide, of whomapproximately 39,500 were employed in the United States and 6,200 were employedin Italy. As of such date, about 190 employees were in management positions,approximately 10,300 were employed in our manufacturing and wholesale segmentand approximately 44,400 were employed in our retail segment. Substantially allof our employees in Italy are covered by collective bargaining agreements.Other than those Pearle Vision employees subject to collective bargaining agreementsdescribed below, none of our employees in the United States are covered bycollective bargaining agreements. We have enjoyed generally good relations withour employees.

Employmentagreements in Italy are generally collectively negotiated between the nationalassociation of companies within a particular industry and the respectivenational unions. Individual companies must enter into contracts with theiremployees based on the relevant collective agreement. The agreement for opticalworkers, which is part of the national textile agreement, covers approximately5,300 of our employees. This agreement is scheduled to be renewed in 2006. Weexpect an average wage increase rate of three percent per year under the newagreements. The agreement for mechanical workers, which covers approximately586 of our employees, was renegotiated in 2006. In addition to the nationalcollective bargaining agreement for workers, we typically enter into separate,local contracts with labor unions representing our employees. In March 2006,we renewed a local agreement with optical workers, supplementing the terms ofthe national textile contract. This new agreement covers approximately 5,300employees and provides for a variable wage related to our financial results,instead of an increasing wage base.

Italianlaw provides that, upon termination of employment, employees are entitled toreceive certain compulsory separation payments based on their compensationlevels and length of employment. As of December 31, 2005, we had reservedEuro 56.6 million for such separation payments in our consolidatedfinancial statements.

Pearle Visioncurrently has two collective bargaining agreements in place. One collectivebargaining agreement, between Pearle Vision and the Local 888, United Food andCommercial Workers, is set to expire February 28, 2007 (the “888 CBA”).The 888 CBA covers approximately 16 Pearle Vision employees holding thepositions of Lab Associate, Lead Lab Associate, Sales Associate and Optician. Theother collective bargaining agreement, between Pearle Vision and the Local 108,Retail, Wholesale and Department Store Union, is set to expire December 31,2006 (the “103 CBA”). The 103 CBA covers approximately 79 Pearle Visionemployees holding the positions of Lab Associate, Lead Lab Associate, SalesAssociate and Optician.

**ShareOwnership**

Set forth below iscertain information concerning the beneficial ownership of our ordinary sharesas of June 14, 2006, by each of our directors and executive officers whoown in excess of one percent of our outstanding ordinary shares.
| **Shareholder**       | ** ** | **Issuer**             | ** ** | **Shares owned as of  June 14, 2006** | ** ** | **Percentage  Ownership** | ** ** |
|-----------------------|------------|------------------------|------------|----------------------------------------------------------------|------------|---------------------------|------------|
| Leonardo Del  Vecchio |       | Luxottica Group S.p.A. |       | 314,803,339                                                    | (1)        | 68.52                     | %          |

 

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(1)                                  Shares held of record by Leoinvest S.r.l., an entity established and controlledby Mr. Del Vecchio. Mr. Del Vecchio holds voting and investment powerover the shares held by such entity.

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Exceptas otherwise indicated above, each of our directors and our executive officersowns less than one percent of our outstanding ordinary shares.

In March 1998,we adopted an employee stock option plan providing for the issuance of optionscovering up to 12,250,000 ordinary shares of nominal value Euro .06 each. As aresult of the change in the par value of our ordinary shares from Lire to Euro,which was approved by our shareholders at the annual meeting held on June 26,2001, the number of ordinary shares available for issuance under the plan wasreduced to 10,798,642. Our Board of Directors administers the stock optionplan. The purpose of the plan is to provide additional incentives to our keyemployees. Grants under the stock option plan may be of non-qualified optionsand/or incentive stock options. Under the plan, the Board of Directors may notgrant an option for a term of more than nine years from the date of grant, orfor a term that expires after March 31, 2011. The exercise price of theseoptions is equal to the market value of the underlying ordinary shares on thedate of grant, defined as the higher of (i) the closing market price ofour ADRs on the business day immediately preceding the date of the grant, and (ii) theaverage of the closing market prices for each business day during the 30-dayperiod ending on the date of the grant. Options granted under the plangenerally become exercisable in three equal installments beginning on January 31of the year after the date of grant and expire nine years after such date.

In September 2001,we adopted an additional employee stock option plan providing for the issuanceof options covering up to 11,000,000 ordinary shares of nominal value Euro 0.06each. The purpose and administration of the 2001 stock option plan are similarto those of the 1998 stock option plan, with the only significant differencebeing that the latest option termination date is March 31, 2017.

In June 2006,we adopted an additional employee stock option plan providing for the issuanceof options covering up to 20,000,000 ordinary shares of nominal value of Euro0.06 each. The purpose of the plan is to provide additional incentives to keyemployees of the Group.

As of December 31,2005, there had been 11 separate grants under the option plans described above,detailed as follows:

 
| ** **                  | ** ** | **Number of  ordinary shares  underlying  options granted(1)** | ** ** | **Exercise  Price(1)** | ** ** | **Expiration Date** | ** ** | **Options held  by officers  and directors  (1)(2)** | ** ** |
|-----------------------------|------------|----------------------------------------------------------------|------------|------------------------|------------|---------------------|------------|------------------------------------------------------|------------|
| **1998  Grant**             |       | 3,380,400                                                      |       | Euro                   |       | 7.38                |       | January 31, 2007                                | ** ** | 88,200 |   |
| **1999  Grant**             |       | 3,679,200                                                      |       | Euro                   |       | 4.38                |       | January 31, 2008                                |       | 113,400 |   |
| **2000  Grant**             |       | 2,142,200                                                      |       | Euro                   |       | 9.52                |       | January 31, 2009                                |       | 105,000 |   |
| **2001  Grant**             |       | 2,079,300                                                      |       | U.S. $                 |       | 15.20               |       | January 31, 2010                                |       | 176,400 |   |
| **2002  Grant**             |       | 2,348,400                                                      |       | U.S. $                 |       | 17.80               |       | January 31, 2011                                |       | 226,500 |   |
| **2003  Grant**             |       | 2,397,300                                                      |       | Euro                   |       | 10.51               |       | January 31, 2012                                |       | 225,900 |   |
| **2004  Grant**             |       | 2,035,500                                                      |       | Euro                   |       | 13.79               |       | January 31, 2013                                |       | 731,000 |   |
| **2004  Performance Grant** |       | 1,000,000                                                      |       | U.S. $                 |       | 18.59               |       | January 31, 2012                                |       | 920,000 |   |
| **2004 Shareholder  Grant** |       | 9,600,000                                                      |       | Euro                   |       | 13.67               |       | December 31, 2014                               |       | 9,600,000 |   |
| **2005  Grant**             |       | 1,512,000                                                      |       | Euro                   |       | 16.89               |       | January 31, 2014                                |       | 369,000 |   |

 

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(1)           As restated to reflect the June 2000two-for-one stock split.

(2)           As restated to reflect changes amongour officers and directors during 2005.

**Summaryof the Significant Differences Between Our Corporate Governance Practices andthe Corporate Governance Standards of the New York Stock Exchange**

*Overview*

On November 4,2003, the New York Stock Exchange (the “NYSE”), established new corporategovernance rules for listed companies. Under the new NYSE rules, we arepermitted, as a listed foreign private issuer, to adhere to the corporategovernance standards of our home country in lieu of certain NYSE corporategovernance rules so long as we disclose the significant ways in which ourcorporate governance practices differ from those followed by U.S. companiesunder the NYSE listing standards.

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Ourcorporate governance practices are governed principally by the Italian Code ofCorporate Governance issued by Borsa Italiana and generally by the rules andregulations of CONSOB (Commissione Nazionale per le Società e la Borsa) for Italiancompanies (collectively, the “Italian Corporate Governance Policies”).

Thefollowing is a brief summary of the significant differences between ourcorporate governance practices in accordance with the Italian CorporateGovernance Policies and those followed by U.S. companies under the NYSE listingstandards.

*Compositionof Board of Directors; Independence*

TheNYSE listing standards provide that the board of directors of a U.S. listedcompany must consist of a majority of independent directors and that certaincommittees must consist solely of independent directors. A director qualifiesas independent only if the board affirmatively determines that the director hasno material relationship with the company, either directly or indirectly. Thelisting standards enumerate a number of relationships that precludeindependence. In addition, non-management directors of a U.S. listed companyare required to meet at regularly scheduled executive sessions withoutmanagement.

TheItalian Corporate Governance Policies recommend that an “adequate number” ofnon-executive directors serve on the board of directors of an Italian company,but do not require the board of directors to consist of a majority ofindependent directors. The standards for determining director independenceunder the Italian Corporate Governance Policies are substantially similar tothe NYSE listing standards for U.S. listed companies. The Italian CorporateGovernance Policies do not require our non-executive directors to meet atexecutive sessions without management.

Basedon standards under the Italian Corporate Policies, our Board of Directors hasdetermined that, among its 12 members, four directors are independent. Thisnumber of independent directors complies with the “adequate number” of non-managementdirectors recommended by the Italian Corporate Governance Policies. Luxottica’snon-management directors do not have regularly scheduled executive sessionswithout management.

*BoardCommittees*

TheNYSE listing standards require a U.S. listed company to have an auditcommittee, a nominating/corporate governance committee and a compensationcommittee. Each of these committees must consist solely of independentdirectors and must have a written charter that addresses certain mattersspecified in the listing standards. The NYSE listing standards contain detailedrequirements for the audit committees of U.S. listed companies. Commencing on July 31,2005, some, but not all, of these requirements also apply to non-U.S. listed companies, such as us.

The Board ofDirectors has designated the Board of Statutory Auditors as the appropriatebody to act as the “Audit Committee,” as defined in the Sarbanes-Oxley Act, SECregulations and the NYSE listing standards. The Board of Statutory Auditors hasacted as the Audit Committee beginning with the annual meeting of shareholderson June 14, 2006. Beginning on July 31, 2005 and until the annualmeeting of shareholders on June 14, 2006, the functions of the Audit Committee were performed by the InternalControl Committee, as determined by the Board of Directors. Additionalinformation regarding our Internal Control Committee and Board of StatutoryAuditors is set forth below.

Italianlaw requires neither the establishment of board committees nor the adoption ofwritten committee charters. With respect to the nomination of directors, theItalian Corporate Governance Policies recommend that each Italian listedcompany file with its registered office, at least ten days before its annualmeeting of stockholders, a list of the personal and professional qualificationsof each proposed director nominee. The Italian Corporate Governance Policiesalso recommend that, if an Italian listed company appoints a committee toselect, or recommend the selection by the board of directors of, directornominees for the next annual meeting of stockholders, a majority of thiscommittee be comprised of non-executive directors. Our director nominees areselected by our entire Board of Directors, and we comply with the ItalianCorporate Governance Policies’ recommendation that we timely file with ourregistered office a list of the personal and professional qualifications ofeach of our proposed director nominees.

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The ItalianCorporate Governance Policies recommend, but do not require, that Italianlisted companies appoint a compensation committee and that a majority of thiscommittee be comprised of non-executive directors. In accordance with Italianlaw, our Human Resources Committee, which does not consist of a majority ofindependent directors, performs the functions of a compensation committee,including the review of our officers’ compensation and our stock option plans.The Italian Corporate Governance Policies also do not require Italian listedcompanies to have an audit committee, but do require companies to appoint aBoard of Statutory Auditors. Additional information regarding our Board ofStatutory Auditors is set forth below.

*InternalControl Committee*

Our InternalControl Committee consists of three independent directors. The committee hasinvestigative, advisory and proposal-making functions concentrating on, amongother matters, the internal control system and the proper use of accountingprinciples in conjunction with our administration managers and auditors. Thecommittee reports to the Board of Directors at least twice a year.

*Board ofStatutory Auditors*

OurBoard of Statutory Auditors is appointed by our stockholders and serves for aperiod of three years. Italian law establishes the qualifications of candidatesthat may be appointed as members of the Board of Statutory Auditors, includingthe requirement that members not concurrently serve on the listed company’sboard of directors. Our By-Laws are required to ensure that at least one memberof the Board of Statutory Auditors may be elected by our minority stockholders.Our By-laws comply with this provision providing that at least one effectiveand one alternate member may be elected by our stockholders holding at least3 percent of our outstanding shares.

TheBoard of Statutory Auditors oversees our compliance with our By-laws andapplicable laws and the adequacy of our internal control system and accountingand administrative system. The Board of Statutory Auditors is required toattend all meetings of our stockholders and the meetings of our Board ofDirectors. The Board of Statutory Auditors is also required to notify CONSOB ifwe fail to comply with our By-laws or any applicable laws.

*CorporateGovernance Guidelines; Certification*

TheNYSE listing standards require U.S. listed companies to adopt, and post ontheir websites, a set of corporate governance guidelines. The guidelines mustaddress, among other things, director qualification standards, directorresponsibilities, director access to management and independent advisers,director compensation, director orientation and continuing education,management succession, and an annual performance evaluation. In addition, thechief executive officer of a U.S. listed company must certify to the NYSEannually that he or she is not aware of any violations by the company of theNYSE’s corporate governance listing standards. The certification must bedisclosed in the company’s annual report to stockholders.

ItalianCorporate Governance Policies require that listed companies annually report totheir shareholders at the annual general meeting on their corporate governancesystem. Our Company complies with such requirement. You may find our corporategovernance report on our website at *www.luxottica.com*.

*Code ofBusiness Conduct and Ethics*

TheNYSE listing standards require each U.S. listed company to adopt, and post onits website, a code of business conduct and ethics for its directors, officersand employees. Under SEC rules, all companies required to submit periodicreports to the SEC, including us, must disclose in their annual reports whetherthey have adopted a code of ethics for their principal executive officer andsenior financial officers. In addition, they must file a copy of the codewith the SEC, post the text of the code on their website or undertake toprovide a copy upon request to any person without charge. There is significant,though not complete, overlap between the code of business conduct and ethicsrequired by the NYSE listing standards and the code of ethics for seniorfinancial officers required by the SEC’s rules.

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Inaccordance with SEC rules we have adopted a Code of Ethics, which containsprovisions in compliance with SEC requirements. Our Code of Ethics is availableon our website at *www.luxottica.com*.

*StockholderApproval of Equity Compensation Plans*

TheNYSE listing standards require U.S. listed companies to seek stockholderapproval for certain equity compensation plans. Italian law requires Italianlisted companies to submit any capital increases of shares reserved forissuance under their equity compensation plans to stockholders for theirapproval at the annual meeting of stockholders. In accordance with the ItalianCorporate Governance Policies, our stockholders approved capital increases ofshares reserved for issuance under our existing stock option plans in 1998,2001 and 2006.

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**PART II**

**Item 16A.Audit Committee Financial Expert**

 Our Board of Directors has determined that amember of our Board of Statutory Auditors, Marco Reboa, qualifies as an “auditcommittee financial expert,” as defined in the SEC rules. The Board of StatutoryAuditors has been designated by our Board of Directors as the appropriate bodyto act as our “Audit Committee,” as defined in the Sarbanes-Oxley Act, SECregulations and the NYSE listing standards. See Item 6—“Directors, SeniorManagement and Employees—Summary of the Significant Differences Between OurCorporate Governance Practices and the Corporate Governance Standards of theNew York Stock Exchange—Board Committees.”

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**ITEM 19. EXHIBITS**

*Exhibits.*The following documents are filed as exhibits herewith:
| Exhibit  Number | ** ** | **Exhibits**                                                                                                          |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------|
| 12.1            |       | Certificate of Principal Executive Officer Pursuant  to §302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|            |       |                                                                                                                  |
| 12.2            |       | Certificate of Principal Financial Officer Pursuant  to §302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|            |       |                                                                                                                  |
| 13.1            |       | Certificate of Principal Executive Officer Pursuant  to §906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|            |       |                                                                                                                  |
| 13.2            |       | Certificate of Principal Financial Officer Pursuant  to §906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |

 

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**SIGNATURES**

Theregistrant hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersignedto sign this annual report on its behalf. 
|        |   | LUXOTTICA GROUP S.p.A.  (Registrant)   |
|--------|--------|----------------------------------------|
|   |   |                                   |   |   |
|   |   | By:                                    |   | /s/ ANDREA GUERRA |
|   |   | Andrea Guerra  Chief Executive Officer |

 

Dated: August 2,2006

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