SOLA INTERNATIONAL INC
10-Q/A, 1996-11-13
OPHTHALMIC GOODS
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                             UNITED STATES
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                         WASHINGTON, DC  20549
                                   
                              FORM 10-Q/A
                                   
        (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                                   
             For the quarterly period ended September 30, 1996
                                  or
       (   )  TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
                    Commission File Number  1-13606
                                   
                                   
                        SOLA INTERNATIONAL INC.
                                   
        (Exact name of registrant as specified in its charter)
                                   
                                   
                    DELAWARE                             94-3189941
               (State or other jurisdiction of
(I.R.S. employer identification no.)
              incorporation or organization)

         2420 SAND HILL ROAD, SUITE 200, MENLO PARK, CA  94025
               (Address of principal executive offices)
                              (zip code)


                            (415) 324-6868
         (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by      Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to        such filing requirements
for the past 90 days.  Yes     X            No

     As of July 30, 1996, 21,809,528 shares of the registrant's common
stock, par value $0.01 per share,    which is the only class of common
stock of the registrant, were outstanding.

     Form 10-Q dated November 11, 1996 updated by this filing to append
the financial data schedule at       Exhibit 27.


<PAGE>                                   


                               SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                                Sola International Inc.
                                                    (Registrant)











Dated:  November 13 , 1996                       By: /s/ Ian S. Gillies
                                                    -------------------      
                                                         Ian S. Gillies
                                                         Vice President
                                                       - Finance, Chief
                                                     Financial Officer,
                                                Secretary and Treasurer



<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE SECOND QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH 10-Q
</LEGEND>
<CIK> 0000912088
<NAME> SOLA INTERNATIONAL INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               SEP-30-1996
<CASH>                                          29,639
<SECURITIES>                                        23
<RECEIVABLES>                                  108,428
<ALLOWANCES>                                     5,562
<INVENTORY>                                    130,286
<CURRENT-ASSETS>                               274,979
<PP&E>                                         130,833
<DEPRECIATION>                                  32,503
<TOTAL-ASSETS>                                 588,279
<CURRENT-LIABILITIES>                          140,816
<BONDS>                                        176,696
                                0
                                          0
<COMMON>                                           241
<OTHER-SE>                                     269,548
<TOTAL-LIABILITY-AND-EQUITY>                   588,279
<SALES>                                        237,730
<TOTAL-REVENUES>                               237,730
<CGS>                                          133,134
<TOTAL-COSTS>                                  133,134
<OTHER-EXPENSES>                                84,539
<LOSS-PROVISION>                                   408
<INTEREST-EXPENSE>                               7,542
<INCOME-PRETAX>                                 12,515
<INCOME-TAX>                                     3,211
<INCOME-CONTINUING>                              9,131
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,131
<EPS-PRIMARY>                                     0.37
<EPS-DILUTED>                                        0

</TABLE>


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