SOLA INTERNATIONAL INC
10-Q/A, 1996-10-04
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 June 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 August 9, 1996 updated by this filing to append
the financial data schedule at       Exhibit 27.


<PAGE>                                   

PART II       OTHER INFORMATION

Item 1. Legal Proceedings

        Not applicable

Item 2. Changes in Securities

        Not applicable

Item 3. Defaults upon Senior Securities

        Not applicable

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

        Not applicable

Item 5. Other Information

        Not applicable

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits
<TABLE>
<CAPTION>
                                                                    Page Number or
    Exhibit Number                 Description                Incorporation by Reference
                                                                          to
                                                                           
          <C>            <S>                                                   <C>  <S>
          2              Purchase agreement between Sola      Filed as Exhibit 2 to the
                         International Inc. and American       Form 8-K of the Company,
                         Optical Corporation, dated as of       dated May 6, 1996 and
                                   May 6, 1996                  incorporated herein by
                                                                      reference
                                                                           
          4              Multicurrency Credit Agreement,      Filed as Exhibit 4 to the
                         dated as of June 14, 1996, among     Form 8-K/A (Amendment No.
                         Sola International Inc., and the      2) of the Company, dated
                        Other Borrowers as the Borrowers,          May 6, 1996 and
                        the Subsidiary Guarantors, Bank of      incorporated herein by
                        America National Trust and Savings            reference
                       Association, as Agent and Letter of
                          Credit Issuing Bank, The First
                         National Bank of Boston and The
                        Bank of Nova Scotia, as Co-Agents,
                             and the Other Financial
                           Institutions Party Thereto.
                                                                           
          11            Statement Regarding Computation of                 
                                Per Share Earnings                        20
                                                                           
          27                 Financial Data Schedule                      21

        (b)  Reports on Form 8-K

         The  Company filed reports on Form 8-K, Form 8-K/A (Amendment
         No.  1) and Form 8-K/A (Amendment No. 2), in each case  dated
         as  of  May 6, 1996, to report the purchase agreement between
         Sola International Inc. and American Optical Corporation.
</TABLE>
<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:  October 4 , 1996                         By: /s/ Ian S. Gillies
                                                    -------------------      
                                                         Ian S. Gillies
                                                         Vice President
                                                       - Finance, Chief
                                                     Financial Officer,
                                                Secretary and Treasurer



<PAGE>

                             Exhibit Index
                                   
                                   
Exhibit No.           Description                      Page

       11            Statement Regarding
                     Computation of Per Share
                     Earnings                            20

       27            Financial Data Schedule             21
                                                                      

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FIRST 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>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               JUN-30-1996
<CASH>                                          27,074
<SECURITIES>                                        23
<RECEIVABLES>                                  100,667
<ALLOWANCES>                                     5,484
<INVENTORY>                                    133,522
<CURRENT-ASSETS>                               269,379
<PP&E>                                         120,165
<DEPRECIATION>                                  29,807
<TOTAL-ASSETS>                                 558,099
<CURRENT-LIABILITIES>                          137,278
<BONDS>                                        220,280
                                0
                                          0
<COMMON>                                           218
<OTHER-SE>                                     194,322
<TOTAL-LIABILITY-AND-EQUITY>                   558,099
<SALES>                                        109,536
<TOTAL-REVENUES>                               109,536
<CGS>                                           58,049
<TOTAL-COSTS>                                   58,049
<OTHER-EXPENSES>                                45,405
<LOSS-PROVISION>                                   378
<INTEREST-EXPENSE>                               3,250
<INCOME-PRETAX>                                  2,832
<INCOME-TAX>                                       578
<INCOME-CONTINUING>                              2,162
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,162
<EPS-PRIMARY>                                     0.09
<EPS-DILUTED>                                        0
        

</TABLE>


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