NEOLENS INC
3, 1996-06-07
OPHTHALMIC GOODS
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      FORM 3                           U.S. SECURITIES AND EXCHANGE COMMISSION                                 OMB APPROVAL
                                                WASHINGTON, D.C. 20549                                  OMB Number        3235-0104
                                                                                                        Expires:     April 30, 1997
                               INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES                  Estimated average burden
                                                                                                        hours per response......0.5
                       Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
                      Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
                                     30(f) of the Investment Company Act of 1940

<CAPTION>

1. Name and Address of Reporting Person    2. Date of Event Re-  4. Issuer Name and Ticker or Trading Symbol
                                              quiring Statement
   SOLA International, Inc.                   (Month/Day/Year)      Neolens, Inc. "Neol"

 (Last)         (First)        (Middle)                          5. Relationship of Reporting Person to Issuer  6. If Amendment,
                                               May 28, 1996                  (Check all applicable)                Date of Original
2420 Sand Hill Road, Suite 200             3. IRS or Social Se-          Director         X  10% Owner             (Month/Day/Year)
                                              curity Number of      -----               -----
               (Street)                       Reporting Person           Officer (give        Other (specify
                                              (Voluntary)           -----        title  -----       below)
 Menlo Park,     California       94205                                          below)
 (City)            (State)        (Zip)                             ----------------------------------------
1. Title of Security                             2. Amount of Securities     3. Ownership Form:    4. Nature of Indirect Beneficial
   (Instr. 4)                                       Beneficially Owned          Direct (D) or         Ownership  (Instr. 5)
                                                    (Instr. 4)                  Indirect (I)
                                                                                (Instr. 5)
<S>                                              <C>                         <C>                   <C>










Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.                 (Over)
                                                         (Print or Type Responses)                                  SEC 1473 (8-92)

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<TABLE>
FORM 3 (CONTINUED) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE
                              SECURITIES)
<CAPTION>
1. Title of Derivative  2. Date Exercisable and Expiration     3. Title and Amount of    4. Conver-   5. Owner-ship   6. Nature of
   Security                Date (Month/Day/Year)                  Securities Underlying     sion or      Form of         Indirect
   (Instr. 4)                                                     Derivative Security       Exercise     Deri-vative     Beneficial
                                                                  (Instr. 4)                Price of     Security:       Ownership
                                                                                            Deri-        Direct (D)      (Instr. 5)
                                                                                            vative       or Indirect
                        Date Exer-  Expiration Date               Title     Amount or      Security     (I) (Instr.
                        cisable                                             Number of                   5)
                                                                            Shares
<S>                     <C>         <C>                        <C>          <C>          <C>          <C>            <C>
Option to Purchase      5/28/96     Upon the earlier to occur  Common       495,975      $1.14 per            D
 Common Stock                       of the Effective Time (as  Stock                     share.
                                    such term is defined in
                                    the Merger Agreement dated
                                    as of May 28, 1996,
                                    between Sola
                                    International, Inc., Sola
                                    Acquisition Corp. and
                                    Neolens, Inc. (the "Merger
                                    Agreement")) and the date
                                    45 days after the
                                    termination of the Merger
                                    Agreement.

Option to Purchase      5/28/96     Upon the earlier to occur  Series B     12,000*      $41.09               D
 Series B                           of the Effective Time and  Convertible               per share
 Convertible                        the date 45 days after the Preferred
 Preferred Stock                    termination of the Merger  Stock
                                    Agreement.

Option to Purchase      5/28/96     Upon the earlier to occur  Units of     8,771, 625   $.65 per             D
 Units of one one-                  of the Effective Time and  one one-     units        unit
 hundredth of a                     the date 45 days after the hundredth
 share of Series C                  termination of the Merger  of a share
 Junior                             Agreement.                 of Series C
 Participating                                                 Junior
 Preferred Stock                                               Participa-
                                                               ting
                                                               Preferred
                                                               Stock

Explanation of Responses:

** Intentional misstatements or omissions of facts constitute         SOLA INTERNATIONAL, INC.
   Federal Criminal Violations.                                     
   See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                          By: /s/John E. Heine                June 7, 1996
                                                                         ------------------------------   ------------
*  The 12,000 shares of Series B Convertible Preferred Stock are      Name:  John E. Heine                    Date
   currently convertible at the option of the holder into             Title: President and Chief Executive Officer
   approximately 278,000 shares of Common Stock.  The                 ** Signature of Reporting Person
   agreements containing these options are described in a
   Schedule 14D-1 and Schedule 13D filed by the reporting
   person on June 5, 1996.

                                                                                                                             Page 3
                                                                                                                    SEC 1473 (3/91)

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