SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-
1(B) AND (C) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
OAKLEY, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
673662 10 2
(CUSIP Number)
_______________
CUSIP No. 673662 10 2 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael Parnell, as trustee of the M. and M. Parnell Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
Group membership is acknowledged for purposes of (b) (X)
making a group filing pursuant to Rule 13d-1(f)(1) only
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER 3,840,000 shares held by the
BENEFICIALLY M. and M. Parnell Revocable Trust, for which
OWNED BY Michael Parnell and Melissa Parnell each serve as
EACH Trustee.
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
8 SHARED DISPOSITIVE POWER 3,840,000 shares held
by the M. and M. Parnell Revocable Trust, for
which Michael Parnell and Melissa Parnell each
serve as Trustee.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,840,000 shares held by the M. and M. Parnell Revocable Trust, for
which Michael Parnell and Melissa Parnell each serve as Trustee.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.4%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 673662 10 2 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Melissa Parnell, as trustee of the M. and M. Parnell Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
Group membership is acknowledged for purposes of (b) (X)
making a group filing pursuant to Rule 13d-1(f)(1) only
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER 3,840,000 shares held by the
BENEFICIALLY M. and M. Parnell Revocable Trust, for which
OWNED BY Michael Parnell and Melissa Parnell each serve as
EACH Trustee
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
8 SHARED DISPOSITIVE POWER 3,840,000 shares held
by the M. and M. Parnell Revocable Trust, for
which Michael Parnell and Melissa Parnell each
serve as Trustee.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,840,000 shares held by the M. and M. Parnell Revocable Trust, for
which Michael Parnell and Melissa Parnell each serve as Trustee.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.4%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 673662 10 2 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
M. and M. Parnell Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
Group membership is acknowledged for purposes of (b) (X)
making a group filing pursuant to Rule 13d-1(f)(1) only
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER 3,840,000 shares held by
the M. and M. Parnell Revocable Trust, for which
Michael Parnell and Melissa Parnell each
serve as Trustee.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 3,840,000 shares held by the
REPORTING M. and M. Parnell Revocable Trust, for which Michael
PERSON Parnell and Melissa Parnell each serve as Trustee.
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,840,000 shares held by the M. and M. Parnell Revocable Trust, for
which Michael Parnell and Melissa Parnell each serve as Trustee.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.4%
12 TYPE OF REPORTING PERSON*
OO
CUSIP No. 673662 10 2 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael Parnell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
Group membership is acknowledged for purposes of (b) (X)
making a group filing pursuant to Rule 13d-1(f)(1) only
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
117,450
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 117,450
PERSON
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,957,450 shares of which 3,840,000 are held by the M. and M. Parnell
Revocable Trust and 117,450 shares are represented by options held by
Mr. Parnell.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.6%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 673662 10 2 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Melissa Parnell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
Group membership is acknowledged for purposes of (b) (X)
making a group filing pursuant to Rule 13d-1(f)(1) only
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,840,000 shares held by the M. and M. Parnell Revocable Trust.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.4%
12 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13G
This Amendment No. 2 (the "Amendment No. 2") amends and
restates Amendment No. 1, dated February 8, 1997, to the Statement on
Schedule 13G, dated February 13, 1996 (the "Schedule 13G"), relating to
shares of the common stock, $.01 par value per share (the "Shares"), of
Oakley, Inc., a Washington corporation (the "Company"). Pursuant to
Rule 13d-2 of Regulation 13D-G promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby file this
Amendment No. 2 on behalf of the M. and M. Parnell Revocable Trust, a
trust organized under the laws of the state of California (the
"Trust"), and on behalf of Michael and Melissa Parnell, who are
individuals and trustees of the Trust (the "Trustees"). The foregoing
Trust, Trustees and individuals are sometimes hereinafter referred to
as the "Reporting Persons."
ITEM 1(A). NAME OF ISSUER:
Oakley, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Oakley, Inc.
One Icon
Foothill Ranch, California 96210
ITEM 2(A). NAME OF PERSON FILING:
Michael Parnell, as trustee and individual
Melissa Parnell, as trustee and individual
M. and M. Parnell Revocable Trust
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
The address of principal business or office of each of the
Reporting Persons is:
Oakley, Inc.
One Icon
Foothill Ranch, California 96210
ITEM 2(C). CITIZENSHIP:
Each of Michael and Melissa Parnell is a United States
Citizen. The M. and M. Revocable Trust is organized under the laws of the
state of California.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(E). CUSIP NUMBER:
CUSIP No: 673662 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
(a) 3,840,000 shares (the "Shares") are held by the M. and M.
Parnell Revocable Trust; Michael Parnell and Melissa
Parnell each serve as Trustee of the Trust and would become
the beneficiaries of the Shares if the Trust were revoked.
In addition, Michael Parnell has the right to exercise
options to acquire 117,450 shares of Common Stock (the
"Options") which Options are currently vested and thus
beneficially owned by Michael Parnell.
(b) Approximately 5.4% (approximately 5.6% after giving effect
to Michael Parnell's vested stock options)
(c) As Trustees of the Trust, Michael and Melissa Parnell share
the power to vote or to direct the vote of the Shares, and
share the power to dispose or to direct the disposition of
the Shares. The Trust has the sole power to vote or to
direct the vote of the Shares, and has sole power to
dispose of or direct the disposition of the Shares. Michael
Parnell has the sole voting and dispositive power to
exercise the Options.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Attached hereto as Exhibit 1 is a copy of a joint filing
agreement among the persons filing this Amendment No. 2
pursuant to Rule 13d-1 (c) which includes the identity of
each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 12, 1998
___________________________
Date
/s/ Michael Parnell
___________________________
Michael Parnell
(Individually and as Trustee)
/s/ Melissa Parnell
____________________________
Melissa Parnell
(Individually and as Trustee)
M. & M. PARNELL REVOCABLE TRUST
By: /s/ Michael Parnell
___________________________
Michael Parnell,
Trustee
/s/ Melissa Parnell
__________________________
Melissa Parnell,
Trustee
EXHIBIT INDEX
Exhibit
Number Title Page
1 Joint Filing Agreement 12
among the Reporting Persons
pursuant to Rule 13d-
1(f)(1).
EXHIBIT 1
JOINT FILING AGREEMENT
Agreement among the M. and M. Parnell Revocable Trust,
Michael Parnell (individually and as trustee), and Melissa Parnell
(individually and as trustee).
WHEREAS, each of the parties hereto desires in accordance
with Rule 13d-1(f) under the Securities Exchange Act of 1934 to make a
joint filing on Schedule 13G with respect to the beneficial ownership
by the undersigned of common stock of Oakley, Inc., a Washington
corporation.
NOW, THEREFORE, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13G with respect to
the beneficial ownership of the undersigned of shares of common stock
of Oakley, Inc. and further agrees that this Joint Filing Agreement be
included as an exhibit to such joint filing provided that, as
contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible
for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the date set forth below.
February 12, 1998
___________________________
Date
/s/ Michael Parnell
___________________________
Michael Parnell
(Individually and as Trustee)
/s/ Melissa Parnell
____________________________
Melissa Parnell
(Individually and as Trustee)
M. & M. PARNELL REVOCABLE TRUST
By: /s/ Michael Parnell
___________________________
Michael Parnell,
Trustee
/s/ Melissa Parnell
__________________________
Melissa Parnell,
Trustee
