**Exhibit 1.2**

**Amendedand Restated By-laws of Luxottica Group S.p.A. (Unofficial English Translation)**

**TITLEICOMPANY’S NAME – REGISTERED OFFICE – PURPOSE–DURATION**

**Article 1)**-A public corporation is established under the name “***LUXOTTICA GROUP S.P.A.”***

**Article 2)**-The company’s registered office shall be located in Milan.

The Board of Directorsshall have the authority to establish, change and close, both in Italy andabroad, sub-offices, branches, agencies and subsidiaries of any kind.

**Article 3)**-The Company shall have the following purposes:

a) acquisition andmanagement of shareholdings in other companies or entities in Italy and abroadon its own account and not towards the Public;

b) financing, financialand managerial coordination of companies or entities in which it participates,such as, without limitation: the coordination of operating strategies,investment programs and development plans; management of financial policytowards the companies of the Group; promotion and research activities; use oftechnological assets, name and trademarks on behalf of the companies in whichinterests are held or of third parties; personnel administration andmanagement, both for operational and disciplinary purposes, and, in general,the exercise of the typical functions of a holding company of which is demandedthe unified approach and operating efficiency necessary for the rationalizationof management, cost reduction and the most effective possible action inachieving the corporate purposes both in Italy and abroad;

c) purchase and sale ofpublic and private securities not towards the public and instrumental to theachievement of the company’s purpose; the holding and management of the same;

d) granting of warrantiesand sureties and the assumption of joint and several obligations in theinterest of companies of the Group;

e) purchase,construction, sale, exchange, leasing of movables and immovables, includingmachinery tools of the relevant field;

f) sale, also oncommission, in Italy and abroad, of frames for optical glasses, sunglasses andproducts of the eyewear field.

The Company may alsoperform any other industrial, commercial or financial transaction not towardsthe public in general, concerning movables or immovables in favor and in theinterest of the Companies of the Group.

**Article 4)**-The duration of the Company is established up to and including December 31,2050.

**TITLEIISTOCK CAPITAL**

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**Article 5)-**The stock capital amounts to EURO 27.565.867,38 and isdivided into no. 459.431.123 common shares of nominal value EURO 0.06 (zerocomma zero six) each.

The Meeting held on March 10,1998 resolved to increase the stock capital in one or more instalments by March 31,2011 by****a maximum amount of Lire1,225,000,000 (one billion two hundred and twenty-five million Lire) by theissuance of new common shares to be offered for subscription exclusively toemployees of the company and/or of its subsidiaries.

At the expiration date,the stock capital will be considered increased by an amount equal to thecapital subscription obtained.

The Meeting held on June 26,2001, at which the stock capital was converted into EURO, stated that on June 13,2001 the increased capital was subscribed for a total amount of 182,646,700Lire and, therefore, it can be further subscribed for a maximum amount of1,042,353,300 Lire which converted into EURO equals a maximum of 538,330.55EURO.

On September 20,2001 the Meeting resolved to further increase the stock capital in one or moreinstallments by March 31, 2017 by a maximum amount of EURO 660,000(six-hundred sixty thousand) by the issuance of new common shares to be offeredfor subscription exclusively to employees of the Company and/or of itssubsidiaries. At the expiration date, the capital stock will be consideredincreased by an amount equal to the subscriptions obtained.

The Meeting held on June 14,2006 resolved to further increase the stock capital in one or more instalmentsby June 30, 2021 by a maximum amount of EURO 1,200,000 (one million twohundred) by the issuance of new common shares to be offered for subscriptionexclusively to employees of the Company and/or of its subsidiaries. At theexpiration date, the capital stock will be considered increased by an amountequal to the capital subscription obtained.

Pursuant to the above-mentionedincreases in capital, a total amount of 8.931.123 shares have been subscribed.

The Company may issueconvertible and non-convertible bonds.

**Article 6)**-The stock is freely transferable.

**Article 7)**-The payment of the non fully paid-up stock will be called up by the Board ofDirectors according to the terms and conditions it shall deem convenient.

**TITLEIIIMEETING OF STOCKHOLDERS**

**Article 8)**-The duly constituted Meeting of stockholders represents allthe stockholders and its resolutions, adopted according to the law and to thepresent by-laws, bind all stockholders, albeit absent or dissenting.

**Article 9)**-Each stockholder is entitled to one vote for each share of capital stock heldor represented.

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**Article 10)**-The meeting of stockholders is ordinary or extraordinary according to the law.It can be called  even outside theregistered office, in Italy, or in any member state of the European Union or inthe United States of America.

As the Company has todraft the consolidated financial statements, the meeting for the approval ofthe financial statements can be convened within 180 (one hundred eighty) daysof the closing of the fiscal year.

**Article 11)**-The Meeting of stockholders shall be called by the Board of Directors, bywritten notice stating the date, time and place of the meeting and the agendafor the meeting, to be published according to the law.

**Article 12)**-Those stockholders who have sent the Company a notice by the intermediarykeeping the relevant accounts, pursuant to art. 2370 of the Italian Civil Code,no later than two working days before the date scheduled for each meeting shallbe entitled to attend the Meeting.

The shares for whichnotice of attendance of the Meeting was given may not be transferred before themeeting has taken place.

Each stockholder havingthe right to attend the meeting may authorize another person to act for him bya written proxy according to the law.

The Chairman of themeeting, who may avail himself of the help of ad hoc assistants, shall verifythat the meeting is duly convened, check the identity and right ofparticipation of the attendees, run the course of the meeting and attest theresults of the voting.

**Article 13)**-The meeting of stockholders shall be presided over by the Chairman of theBoard of Directors or by one of the Managing Directors or, in their absence, bya person appointed by the vote of the majority of those in attendance.

The meeting ofstockholders shall appoint a Secretary who is not required to be a stockholderhimself. The Secretary’s assistance is not required when a Notary Public isdesignated to draft the minutes of the meeting.

Unless otherwise providedfor by mandatory rules, all resolutions shall be approved by open vote.

**Article 14)**-The validity of the meetings and of the related resolutions is governed by theapplicable laws.

**Article 15)**-Provided what it is set forth in Article 12 of these By-laws, any stockowned by the Directors attending the meeting and stockholders who for anyreason will abstain from voting, shall be taken into account in calculating thestock capital required for the validity of the resolutions, save what it is setforth in Article 2368 c.c. last paragraph.

**Article 16)**-The resolutions of the meeting will be transcribed in a minute drawn upaccording to the law and recorded in the minute book.

The minutes shall besigned by the Chairman and the Secretary. The Minutes of the extraordinarymeetings 

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shall be drawn up by aNotary.

**TITLEIVMANAGEMENT**

**Article 17)**-The Company is governed by a Board of Directors consisting of not less thanfive and not more than fifteen members, appointed, after the exact number hasbeen determined, by the Meeting of stockholders.

Directors are appointedby the Meeting of stockholders pursuant to lists submitted by the stockholders,which shall set forth not more than fifteen candidates, listed underprogressive numbers.

Each candidate may appearin not more than one list under penalty of ineligibility.

In case multiple listsare submitted, these shall not be related in any way, even indirectly.Therefore, each stockholder may submit or contribute to submit, by means oftrust or proxy, not more than one list.

Moreover, stockholdersfalling within the following categories may submit or contribute to submittingnot more than one list: a) parties to a stockholders’ agreement relating to theCompany’s shares; b) a person or a company and its controlled companies; c)jointly controlled companies; d) a company and its directors or chief executiveofficers.

In case these rules areinfringed, that stockholder’s vote with respect to any of the submitted listswill not be taken into account.

Only those stockholderswho individually, or collectively with other stockholders, represent at least2.5% (two point five per cent) of the subscribed stock capital at the time ofsubmission of the list are entitled to submit a list.

The lists, signed by thestockholders submitting them, together with the professional CVs of thecandidates, shall be filed at the registered office of the Company at least fifteendays prior to the first meeting of stockholders.

Within the above term,each candidate shall file a statement declaring that he/she accepts his/hercandidature and confirms, on his/her own responsibility, the absence of anycause of ineligibility and incompatibility provided for by law, as well ascompliance with any requirements mandated by any applicable regulations for themembers of the Board of Directors.

Each list shall containand expressly name at least one candidate having the requirements ofindependence set forth for statutory auditors by art. 148, subsection 3, oflegislative decree No. 58/1998, in case the Meeting of stockholdersdetermines the number of directors to be more than seven, pursuant to art. 147-ter,subsection 4, of legislative decree No. 58/1998 (hereinafter, “IndependentDirector pursuant to art. 147-ter”).

If appropriate, each listmay also expressly name directors having the requirements of independence asprovided for by the codes of conduct drawn up by companies managing regulatedmarkets or industry associations.

At the end of the voting,the candidates from the two lists that have obtained the most votes will beelected, according to the following criteria:

as many directors as thetotal number of the members of the Board previously determined by the Meetingof stockholders less one will be taken from the list that has obtained the mostvotes (hereinafter, the “Majority List”); within these numerical limits, thecandidates in the numerical order shown on the list will be elected;

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one director, i.e., thecandidate listed under number one, will be taken from the list that hasobtained the second most votes (hereinafter, the “Minority List”); however, ifno Independent Director pursuant to art. 147-ter is elected from withinthe Majority List, instead of the head of the Minority List, the firstIndependent Director pursuant to art. 147-ter named in the Minority Listwill be elected.

The candidate listedunder number one of the Majority List will be appointed as Chairman of theBoard of Directors.

In the event of equalvotes for the top two lists, the Meeting of stockholders will proceed to take anew vote, putting only the top two lists to the vote.

If only one list wassubmitted, the Meeting of stockholders will cast its votes on it and, if thelist gets a simple majority, the candidates listed in progressive order will beelected as directors, until such number as determined by the Meeting ofstockholders is reached. The candidate listed under number one of the list willbe elected as Chairman of the Board of Directors.

If there are no lists,the Board of Directors will be appointed by the Meeting of stockholders withsuch majorities as required by law.

Should one or moredirectors leave office for any reason, they will be freely replaced accordingto the provisions of article 18 below, irrespective of whether the directorleaving from office was taken from the Majority List or the Minority List.

If so dictated bymandatory rules in force from time to time, voting for appointment ofdirectors will take place by secret ballot. For this purpose, an independentcanvasser will be appointed and will canvas votes under an obligation ofsecrecy, as ordered by the Chairman of the Meeting from time to time, incompliance with the law and any standing orders. For the purpose of declaringelected directors, the canvasser will tell the Chairman the total numbers ofvotes, without naming voters’ names and cast votes, of which he will keep therelevant record.

**Article 18)**-Directors shall serve for a period of three years and theirterms shall expire on the date of the meeting of stockholders called for theapproval of the balance sheet related to the last year of their term, and theycan be re-elected.

Whenever there is avacancy among the Directors during the fiscal year, the other directors providefor their substitutions by resolution approved by the Board of StatutoryAuditors, provided that the majority is composed of directors appointed by themeeting of stockholders.

The Directors so appointedwill hold office until the following meeting of stockholders, which will becalled to reappoint them, or to supplement the Board by appointing otherdirectors, or to reduce the number of directors.

The directors soappointed by the Meeting of stockholders will hold office until the end of theterm of office of the directors who were in office when they were appointed.

Should the majority ofDirectors appointed by the meeting of stockholders leave office, the entireBoard terminates its duty; the Directors still in office shall timely call ameeting to appoint the new Board.

**Article 19)**-If the meeting of stockholders did not appoint the Chairman in compliance witharticle 17 above, the Board shall appoint a Chairman from among its membersand, if it deems it convenient, it will appoint a Deputy Chairman.

The Board may alsoappoint one or more Managing Directors determining their powers.

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The Board may delegatesome of its functions to an Executive Committee. The Executive Committee iscomposed of a minimum of five to a maximum of seven members of the Board.

The functions set forthin Articles 2420-*ter*, 2423,2443, 2446, 2447, 2501-*ter*and 2506-*bis* of the CivilCode, cannot be delegated.

The empowered bodies havea duty to timely report to the Board of Directors and the Board of StatutoryAuditors, at least****quarterly, onthe general business trend, the modalities of exercise of the proxies conferredand on the most relevant transactions from an economic, financial and balancesheet point of view, made by the Company and its subsidiaries.

The Board of Directorsmay set up one or more Committees and give to such Committees those powers asit considers appropriate, not the least in order to implement codes of conductdrawn up by companies managing regulated markets or industry associations.

The Board may alsoappoint a Secretary, who does not need to be a member of the Board, and itshall determine his/her duties.

Moreover, the Board will—bysuch ordinary majorities as provided for by these by-laws—appoint the executivein charge of drawing up corporate accounting records, subject to the mandatorybut not binding opinion of the Board of Statutory Auditors, pursuant to art. 154-*bis* of Legislative Decree No. 58/1998,and will give him/her adequate powers and resources to exercise the dutiesattributed to him/her by law.

**Article 20)**- A meeting of the Board may be called by the Chairman or by any ManagingDirector at any time he or she deems it appropriate or when requested by atleast two of its members or by one member of the Board of Statutory Auditors.

The Board Meetings arecalled at the principal place of business of the Company or at any other placeby the Chairman or by any Managing Director, who shall establish the agenda ofthe meeting, oversee the work thereof, and ensure that Directors are adequatelyinformed regarding the items to be discussed at the meeting.

Written notice of eachmeeting of the Board shall be given by telex, facsimile, letter, telegram orelectronic mail with return receipt at least three days in advance of themeeting; in case of urgency, such term may be reduced to one day.

Regardless of theobservance of the foregoing requirements, the Board shall be deemed dulyconvened if all Directors and Statutory Auditors holding office are present orparticipate in such meeting by means of video or telephone conference**.**

**Article 21)**-The Board, duly convened, is validly constituted with the attendance of theabsolute majority of its members holding office.

The Board is presidedover by the Chairman of the Board or, in his absence, by any Managing Directoror by a Director designated by those in attendance.

The Secretary, if notalready appointed by the Board, will be designated by the Chairman for the solepurposes of the meeting in progress.

The meetings of the Boardof Directors may also be held by means of video or telephone conference, solong as all members participating in such meetings are duly identified and canfollow the discussions and participate therein; on these assumptions, the Boardof Directors’ meetings will be deemed to be held where the Chairman and theSecretary of the meeting are located, in order to ensure the signing of theminutes and 

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their filing in theminute book.

The President of themeeting oversees the work of the Board and takes care in providing theDirectors with adequate information on the agenda, with regard to the nature,confidentiality and urgency of the matters.

**Article 22)**-The Board validly resolves by the absolute majority of the Directors presentat the meeting or participating by video or telephone conference; in the eventof a tie vote, the vote of the presiding officer shall prevail. Minutes of theBoard meeting will be prepared and kept in the minute book, signed by theChairman of the meeting and by the Secretary.

**Article 23)**-The management of the Company is entrusted to the Board of Directors whichadopts the resolutions necessary to implement the Company’s object, except forwhat is expressly reserved by law to the Meeting of stockholders.

Without prejudice to theconcurrent competence of the extraordinary Meeting of stockholders, the Boardshall also have authority over resolutions in connection with mergers anddemergers in accordance with Articles 2505 and 2505 *bis* and 2506 *ter*ofthe Civil Code, the establishment or termination of branches, the determinationof which Directors shall be entrusted with the power of representing theCompany, the reduction of the outstanding capital stock in the event ofwithdrawal of a stockholder, the amendment of the by-laws to comply with legalrequirements, or the transfer of the principal place of business within thenational territory.

In addition, the Boardhas authority over the issuance of convertible bonds in accordance with art.2420 -*ter* of the Civil Code.

The Board of Directorscan further appoint and dismiss managers and attorneys-in-fact for specificmatters or categories of matters determining their powers.

The Board of Directorsshall have exclusive authority with respect to the following matters:

1) defining the generalinvestment and development plans and the goals of the Company and of the Group;

2) determining the budgetof the Company;

3) defining the financialprograms and approving the indebtedness of the Company exceeding 12 months;

4) approving strategictransactions, those significant in value or those which impose on the Companyduties and obligations for a period exceeding three years.

The Directors shallreport to the other directors or to the Board of Statutory Auditors with regardto those transactions involving an interest on their own account or on accountof third parties, or influenced by the company who exercises the power ofdirection and coordination on its subsidiaries.

**Article 24)**-The Company is represented by the Chairman of the Board of Directors to whomauthority is granted, by means of free signature, to implement all the Board ofDirectors’ resolutions, unless otherwise provided. The President represents theCompany before any Court and has the authority to file lawsuits oradministrative or judiciary petitions in connection with any jurisdictionaldegree or phase, including actions for revocation or before the supreme court,and to appoint, for such purposes, counsels.

The Company is furtherrepresented by the Managing Directors and the persons appointed by the Boardfor 

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specific matters orcategory of matters, within the limits of the powers entrusted to them.

**Article 25)**-The members of the Board of Directors and of the executive committee areentitled to compensation to be determined in the resolution of appointment orby the meeting of the stockholders. The compensation of Directors holdingparticular offices or that are members of the committees appointed by the Boardof Directors shall be fixed by the Board of Directors, upon receiving theadvisory opinion of the Board of Statutory Auditors.

The members of the Boardof Directors are, in any event, entitled to reimbursement of the expensesincurred by reason of their office.

**Article 26)**-The Directors shall not be personally liable for the obligations of theCompany and have no other liability except as provided by law.

**TITLE VAUDITORS**

**Article 27)**-The Board of Statutory Auditors consists of three regularAuditors and two alternate Auditors appointed by the Stockholders and who maybe re-elected. The requirements, powers, duties and length of office are thoseestablished by law. Auditors shall serve for a period of three fiscal years andtheir terms shall expire on the date of the Meeting of stockholders called forthe approval of the balance sheet relating to the third fiscal year followingtheir appointment. Their compensation shall be fixed by the Meeting ofStockholders. Persons who are in positions of incompatibility pursuant to thelaw or who do not have the necessary subjective or objective requirementsmandated by the law and/or implementing regulations may not be appointed asStatutory Auditors, or, if appointed, shall not hold office.

Persons holding officesinvolving administration and control in excess of the limits set forth by theregulations in force may also not be appointed as Statutory Auditors of theCompany.

The Statutory Board ofAuditors is elected pursuant to lists submitted by the stockholders inaccordance with the procedures set out hereunder, for the purpose of ensuringthat minority stockholders appoint one regular and one alternate Auditor.

For such purpose, listsbeing submitted shall be divided into two sections: a section for theappointment of the regular Statutory Auditors, and another for the appointmentof the alternate Statutory Auditors.

The lists shall set fortha minimum number of candidates equal to the number of candidates to be elected,listed under progressive numbers. Each candidate may appear in not more thanone list upon penalty of ineligibility.

Stockholders whoindividually, or collectively with other stockholders, represent at least 2.5%(two point five percent) of the subscribed stock capital at the time ofsubmission of the list are entitled to submit a list. Each stockholder maycontribute to submit, directly or indirectly by means of trust or proxy, notmore than one list; otherwise, the submitted lists shall not be taken intoaccount.

Each stockholder mustsubmit and/or send to the registered office, no later than fifteen days beforethe day scheduled for the first meeting, a certificate issued by an authorizedintermediary, according to the law, 

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attesting to his or herright to exercise corporate rights.

The lists, signed by theparties submitting them, together with detailed personal or professionalinformation regarding the candidates, shall be filed at the registered officeof the company at least fifteen days prior to the day scheduled for the meetingon first call.

Within the aboveterm, in addition to the list, each meeting candidate shall file a statementdeclaring that he or she accepts his/her candidature and confirms, on his/herown responsibility, the absence of any cause of ineligibility and compliancewith the requirements of office mandated by any applicable regulations.

In the event of failureto observe the above-mentioned provisions, the list shall be deemed not to havebeen submitted.

Each party with votingrights may only vote for one list.

The first two candidatesin the list that has obtained the most votes (hereinafter, the “Majority List”)and the first candidate in the list that has obtained the second most votes(hereinafter, the “Minority List”) shall be appointed as regular StatutoryAuditors.

The first candidate inthe Majority List and the first candidate in the Minority List shall beappointed as alternate Statutory Auditors.

The first candidate inthe Minority List shall be appointed as Chairman.

In the event of equalvotes for the top two lists, the Meeting of stockholders shall proceed to takea new vote, putting only the top two list to the vote.

In the event of earlywithdrawal of a party from the office of regular Auditor for any reason, theregular Statutory Auditor shall be replaced by the alternate Auditor on thelist from which the regular Statutory Auditor was elected.

If such alternateAuditors are not sufficient to complete the Statutory Board of Auditors, theMeeting of stockholders shall be called in order to supplement the StatutoryBoard of Auditors choosing from amongst the candidates in the list from whichthe lapsed Auditor was chosen.

For the purposes of thisArticle, the stockholders belonging to the same group - i.e. any subsidiary,parent company or company controlled by or affiliated with the company pursuantto article 2359 of the Italian Civil Code - shall be considered as a solestockholder and may not submit or vote in relation to more than one list.

If only one list wassubmitted, the Meeting of stockholders shall cast its votes on it, and thecandidate named under number one of the list will be elected as Chairman of theBoard of Statutory Auditors.

The Board of StatutoryAuditors can meet by video or tele conference in accordance with the provisionsof article 21, paragraph 4 of these by-laws.

**Article 28)****-**The accounting audit of theCompany is performed by an independent auditor appointed by the general Meetingof stockholders, which shall serve for six financial years until the date ofthe stockholder’s meeting called to approve the financial statements of thesixth financial year following the appointment, and its fee is fixed by thegeneral Meeting of stockholders.  

The duties,responsibilities and obligations in connection with the appointment of theindependent auditor are provided by law.

**Article 29)-**The activity performed by the independent auditor shall berecorded in a book kept at the principal place of business of the Company.

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**TITLE VIFINANCIAL STATEMENTS AND PROFITS**

**Article 30)**-The Company’s financial year shall end on December 31 (thirty one) ofeach year. At the end of each financial year the Board prepares the financialstatements to be drafted in accordance with law provisions.

Upon approval of thefinancial statements, the shareholders’ meeting resolves on the distribution ofprofits, in compliance with provisions of the law and consistently with theCompany’s needs.

The Board of Directorsmay resolve to make early distributions of dividends in the cases and accordingto the terms and conditions established by article 2433 *bis* of the Italian Civil Code and article158 of Legislative Decree no. 58/1998.

Dividends which are notcollected within five years from the day in which they become available shallprescribe in favor of the company.

**TITLEVIIWINDING UP- GENERAL PROVISIONS**

**Article 31)**-In the event of the company winding-up, the extraordinary stockholders’meeting shall appoint one or more liquidators establishing their powers and thewinding up procedure.

**Article 32)**-The Company may, pursuant to article 1891 Civil Code, at its expense, obtainan insurance policy for the civil liability of Directors and StatutoryAuditors, in all cases within articles 2392, 2393, 2393bis, 2394, 2395 and 2407of the Civil Code, in the interest and on behalf of who will hold such offices.

The Stockholders meetingwill establish the primary insurance company which will provide the insurancepolicy and the limit of liability.

**Article 33)**- Current provisions of law and of regulations shall apply to any matters notexpressly mentioned in these By-laws.

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