As filed with the Securities and Exchange Commission on August 18, 1998
                                                     Registration No. 333-____

---------------------------------------------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM S-8
                           REGISTRATION STATEMENT
                      Under the Securities Act of 1933

                                 ---------

                          SOLA INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                     94-3189941
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)
 

                       2420 Sand Hill Road, Suite 200
                        Menlo Park, California 94025
        (Address of principal executive offices, including zip code)

                            AMENDED AND RESTATED
               1998 SOLA INTERNATIONAL INC. STOCK OPTION PLAN
                         (Full title of the plan)

                               John E. Heine
                          SOLA INTERNATIONAL INC.
                       2420 Sand Hill Road, Suite 200
                        Menlo Park, California 94025
                               (650) 324-6868
                    (Name, address and telephone number,
                 including area code, of agent for service)

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
                                            Proposed Maximum      Proposed Maximum
Title of securities      Amount to be        offering price       aggregate offering       Amount of
  to be registered       registered            per share             price              registration fee
-------------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                  <C>                    <C>         
Common Stock             1,690,000(1)         $16.59375(2)           $28,043,437.50(2)         $8,272.82(2)
($.01 par value)
-------------------------------------------------------------------------------------------------------------
<FN>
(1)  Plus  such  additional  shares  as may be made  available  in order to
     adjust to a change in capitalization.
(2)  Estimated  pursuant  to Rules  457(c) and (h) solely for  purposes  of
     calculating the amount of the  registration  fee. The proposed maximum
     offering  price per share is based upon a price of 16.59375  per share,
     the average of the high and low sales prices for the Company's  common
     stock on August 17, 1998.
</FN>
</TABLE>
<PAGE>
                              EXPLANATORY NOTE


          This Registration Statement on Form S-8 relates to an amendment
and restatement of the Sola International Inc. Stock Option Plan which,
among other things, increased the number of shares of common stock, par
value $.01 per share (the "Common Stock"), which may be issued thereunder
by 1,690,000 shares. The contents of the Company's Registration Statement
on Form S-8 (File No. 33-93788), filed with the Securities and Exchange
Commission on June 22, 1995, the contents of the Company's Registration
Statement on Form S-8 (File No. 333-14749) filed with the Securities and
Exchange Commission on October 24, 1996 and the contents of Amendment No. 1
to the Company's Registration Statement on Form S-8 (File No. 333-14749)
filed with the Securities and Exchange Commission on December 17, 1996, are
hereby incorporated by reference pursuant to Instruction E of Form S-8.
Also pursuant to Instruction E to Form S-8, the filing fee is being paid
only with respect to the 1,690,000 shares of common stock not previously
registered.
<PAGE>
        PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
------    ---------------------------------------

          The following documents,  which are filed with the Securities and
Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998;

     (b) The Company's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and

     (c) The description of the common stock of the Company, $.01 par value
per share (the "Common Stock"), which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained
in the  Registration  Statement  on Form 8-A filed with the  Commission  on
January 20, 1995,  as amended by Amendment  No. 1 to the Form 8-A which was
filed with the  Commission  on February 17,  1995,  which  incorporates  by
reference the description of the Common Stock contained in the Registration
Statement  on Form S-1 (No.  33-87892)  (originally  filed on December  23,
1994), as amended,  including any amendment or report filed for the purpose
of updating such description.

          All  documents  subsequently  filed by the  Company  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
filing of a  post-effective  amendment  which  indicates that all shares of
Common Stock offered hereby have been sold or which  deregisters all shares
of Common Stock then remaining  unsold,  shall be deemed to be incorporated
by  reference  herein and to be part  hereof from the date of the filing of
such documents.

Item 4.   Description of Securities
------    -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
------    --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers
------    -----------------------------------------

          The  Registrant,  as a  Delaware  corporation,  is  empowered  by
Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL"),  subject to the  procedures and  limitations  stated  therein,  to
indemnify  any  person  against  expenses   (including   attorneys'  fees),
judgments,  fines and amounts paid in  settlement  actually and  reasonably
incurred by him in  connection  with any  threatened,  pending or completed
action, suit or proceeding in which such person is made or threatened to be
made a party by reason of his being or  having  been a  director,  officer,
employee  or agent of the  Registrant  or his serving at the request of the
Registrant as a director,  officer, employee or agent of another company or
other entity.  The statute  provides that  indemnification  pursuant to its
provisions is not exclusive of other rights of  indemnification  to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested   directors,  or  otherwise.  The  Registrant's  Amended  and
Restated  Certificate of Incorporation  provides for indemnification by the
Registrant of its  directors  and officers to the full extent  permitted by
the DGCL. Pursuant to Section 145 of the DGCL, the Registrant has purchased
insurance  on behalf of its  present  and  former  directors  and  officers
against any liability asserted against or incurred by them in such capacity
or arising out of their status as such.

          Pursuant  to  specific  authority  granted by Section  102 of the
DGCL, the  Registrant's  Amended and Restated  Certificate of Incorporation
contains  the  following  provision  regarding  limitation  of liability of
directors and officers:

          "To  the  fullest  extent  permitted  by  the  Delaware
          General  Corporation  Law as  the  same  exists  or may
          hereafter  be amended,  a Director  of the  Corporation
          shall  not  be  liable  to  the   Corporation   or  its
          stockholders   for  monetary   damages  for  breach  of
          fiduciary duty as a Director."

          In addition,  the Company's  Amended and Restated By-Laws provide
for indemnification of directors and officers, including indemnification of
directors and officers that are a party to a proceeding in whole or in part
attributable to (a) the fact that he is or was a director or officer of the
Company or was serving at the request of the Company or (b)  anything  done
or not done by such person in any such capacity  against losses if he acted
in good  faith  and in a  manner  he  reasonably  believed  to be in or not
opposed to the best  interest  of the  Company,  and,  with  respect to any
criminal  proceeding,  had no  reasonable  cause to believe his conduct was
unlawful.

          The undersigned Registrant has entered into agreements to provide
indemnification for its directors and executive officers in addition to the
indemnification  provided  for in the  Registrant's  Amended  and  Restated
Certificate  of  Incorporation  and Amended  and  Restated  By-laws.  These
agreements,  among other things,  indemnify the  directors,  to the fullest
extent provided by Delaware law, for certain expenses (including attorneys'
fees), losses, claims, liabilities, judgments, fines and settlement amounts
incurred by such  indemnitee  in any action or  proceeding,  including  any
action by or in the right of the  Registrant,  on account of  services as a
director or officer of any affiliate of the Registrant, or as a director or
officer of any other company or  enterprise  that the  indemnitee  provides
services to at the request of the Registrant.

Item 7.   Exemption from Registration Claimed
------    -----------------------------------

          Not applicable.

Item 8.   Exhibits
------    --------

Exhibit No.    Description of Exhibit
----------     ----------------------

4.1            Specimen Form of the Company's Common Stock Certificate
               (Filed as Exhibit 4.1 to Amendment No. 3 to the Company's
               Registration Statement (File No. 33-87892) on Form S-1 and
               incorporated herein by reference)
4.2            Amended and Restated Certificate of Incorporation of the
               Company (Filed as Exhibit 3.1 to the Company's Annual Report
               on Form 10-K for the Fiscal Year Ending March 31, 1995 and
               incorporated herein by reference)
4.3            Amended and Restated By-Laws of the Company (Filed as
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
               for the period ending September 30, 1995 and incorporated
               herein by reference)
4.4            Sola Investors Inc. Stock Option Plan (Filed as Exhibit
               10.11 to the Company's Annual Report on Form 10-K for the
               Fiscal Year Ending March 31, 1994 and incorporated herein by
               reference)
4.5            Amendment Number 1 to the Sola Investors Inc. Stock Option
               Plan (Filed as Exhibit 10.21 to Amendment No. 3 to the
               Company's Registration Statement (File No. 33-87892) on Form
               S-1 and incorporated herein by reference)
4.6            Amended and Restated Sola International Inc. Stock Option
               Plan (Filed as Appendix A to the Proxy Statement of the
               Company, dated as of June 30, 1998, and incorporated herein
               by reference)
5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
               the validity of the shares of Common Stock covered by the
               Registration Statement
23.1           Consent of Fried, Frank, Harris, Shriver & Jacobson
               (included in Exhibit 5.1)
23.2           Consent of Ernst & Young LLP, Independent Auditors
24.1           Powers of Attorney


Item 9.   Undertakings
------    ------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To  include  any   prospectus   required  by  Section
                      10(a)(3) of the Securities Act;

               (ii)   To  reflect  in the  prospectus  any  facts or events
                      arising after the effective date of this registration
                      statement   (or  the   most   recent   post-effective
                      amendment  hereto)  which,  individually  or  in  the
                      aggregate,  represent  a  fundamental  change  in the
                      information set forth in this registration statement;
                      and

               (iii)  To include any material  information  with respect to
                      the plan of distribution not previously  disclosed in
                      the registration  statement or any material change to
                      such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those  paragraphs is contained in periodic  reports filed by the registrant
pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
incorporated by reference in this registration statement.

          (2) That, for the purpose of determining  any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration  statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such  securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant  has been  advised  that in the  opinion of the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification  against such liabilities (other than the payment
by the  registrant of expenses  incurred or paid by a director,  officer or
controlling  person of the  registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

          Pursuant to the  requirements  of the Securities Act of 1933, the
Company  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for filing on Form S-8 and has duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of Menlo Park, State of California,
on August 18, 1998.

                                        SOLA INTERNATIONAL INC.


                                        By: /s/ Steven M. Neil
                                           --------------------------------
                                           Steven M. Neil
                                           Executive Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary


          Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

Signature                                Title                        Date
---------                                -----                        ----

            *                   Chairman of the Board           August 18, 1998
-----------------------------
Irving S. Shapiro


  /s/ John E. Heine             President and Chief 
-----------------------------   Executive Officer               August 18, 1998
John E. Heine                   (Principal Executive
                                Officer), Director


  /s/ Steven M. Neil            Executive Vice President,       August 18, 1998
-----------------------------   Chief Financial Officer,  
Steven M. Neil                  Treasurer and Secretary
                                (Principal Financial and
                                Accounting Officer)

            *                   Director                        August 18, 1998
-----------------------------
Maurice J. Cunniffe


            *                   Director                        August 18, 1998
-----------------------------
Douglas D. Danforth


            *                   Director                        August 18, 1998
-----------------------------
A. William Hamill


            *                   Director                        August 18, 1998
-----------------------------
Hamish Maxwell


            *                   Director                        August 18, 1998
-----------------------------
Jackson L. Schultz

*  By:  /s/ Steven M. Neil                                      August 18, 1998
       ------------------------------
       Steven M. Neil
       Attorney-in-Fact
<PAGE>
                               EXHIBIT INDEX



   Exhibit No.                   Description of Exhibit
   -----------                   ----------------------

     4.1       Specimen  Form of the  Company's  Common  Stock  Certificate
               (Filed as Exhibit 4.1 to  Amendment  No. 3 to the  Company's
               Registration  Statement (File No.  33-87892) on Form S-1 and
               incorporated herein by reference)

     4.2       Amended and Restated  Certificate  of  Incorporation  of the
               Company (Filed as Exhibit 3.1 to the Company's Annual Report
               on Form 10-K for the Fiscal Year  Ending  March 31, 1995 and
               incorporated herein by reference)

     4.3       Amended  and  Restated  By-Laws  of the  Company  (Filed  as
               Exhibit 3.1 to the Company's  Quarterly  Report on Form 10-Q
               for the period ending  September  30, 1995 and  incorporated
               herein by reference)

     4.4       Sola  Investors  Inc.  Stock  Option  Plan (Filed as Exhibit
               10.11 to the  Company's  Annual  Report on Form 10-K for the
               Fiscal Year Ending March 31, 1994 and incorporated herein by
               reference)

     4.5       Amendment  Number 1 to the Sola  Investors Inc. Stock Option
               Plan  (Filed  as  Exhibit  10.21 to  Amendment  No. 3 to the
               Company's Registration Statement (File No. 33-87892) on Form
               S-1 and incorporated herein by reference)

     4.6       Amended and Restated Sola  International  Inc.  Stock Option
               Plan  (Filed as  Appendix  A to the Proxy  Statement  of the
               Company,  dated as of June 30, 1998, and incorporated herein
               by reference)

     5.1       Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

     23.1      Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

     23.2      Consent of Ernst & Young LLP, Independent Auditors

     24.1      Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20826}]
{"company-data": {"conformed-name": "SOLA INTERNATIONAL INC", "cik": "0000912088", "assigned-sic": "3851", "irs-number": "943189941", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61797", "film-number": "98694038"}, "business-address": {"street1": "2420 SAND HILL RD", "street2": "STE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4153246868"}, "mail-address": {"street1": "2420 SAND HILL RD", "street2": "SUITE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
As filed with the Securities and Exchange Commission on August 18, 1998
                                                     Registration No. 333-____

---------------------------------------------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                      Under the Securities Act of 1933

                                 ---------

                          SOLA INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                     94-3189941
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)
 

                       2420 Sand Hill Road, Suite 200
                        Menlo Park, California 94025
        (Address of principal executive offices, including zip code)

                            AMENDED AND RESTATED
               1998 SOLA INTERNATIONAL INC. STOCK OPTION PLAN
                         (Full title of the plan)

                               John E. Heine
                          SOLA INTERNATIONAL INC.
                       2420 Sand Hill Road, Suite 200
                        Menlo Park, California 94025
                               (650) 324-6868
                    (Name, address and telephone number,
                 including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
                                            Proposed Maximum      Proposed Maximum
Title of securities      Amount to be        offering price       aggregate offering       Amount of
  to be registered       registered            per share             price              registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock             1,690,000(1)         $16.59375(2)           $28,043,437.50(2)         $8,272.82(2)
($.01 par value)
-------------------------------------------------------------------------------------------------------------
(1)  Plus  such  additional  shares  as may be made  available  in order to
     adjust to a change in capitalization.
(2)  Estimated  pursuant  to Rules  457(c) and (h) solely for  purposes  of
     calculating the amount of the  registration  fee. The proposed maximum
     offering  price per share is based upon a price of 16.59375  per share,
     the average of the high and low sales prices for the Company's  common
     stock on August 17, 1998.
EXPLANATORY NOTE

          This Registration Statement on Form S-8 relates to an amendment
and restatement of the Sola International Inc. Stock Option Plan which,
among other things, increased the number of shares of common stock, par
value $.01 per share (the "Common Stock"), which may be issued thereunder
by 1,690,000 shares. The contents of the Company's Registration Statement
on Form S-8 (File No. 33-93788), filed with the Securities and Exchange
Commission on June 22, 1995, the contents of the Company's Registration
Statement on Form S-8 (File No. 333-14749) filed with the Securities and
Exchange Commission on October 24, 1996 and the contents of Amendment No. 1
to the Company's Registration Statement on Form S-8 (File No. 333-14749)
filed with the Securities and Exchange Commission on December 17, 1996, are
hereby incorporated by reference pursuant to Instruction E of Form S-8.
Also pursuant to Instruction E to Form S-8, the filing fee is being paid
only with respect to the 1,690,000 shares of common stock not previously
registered.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
------    ---------------------------------------

          The following documents,  which are filed with the Securities and
Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998;

     (b) The Company's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and

     (c) The description of the common stock of the Company, $.01 par value
per share (the "Common Stock"), which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained
in the  Registration  Statement  on Form 8-A filed with the  Commission  on
January 20, 1995,  as amended by Amendment  No. 1 to the Form 8-A which was
filed with the  Commission  on February 17,  1995,  which  incorporates  by
reference the description of the Common Stock contained in the Registration
Statement  on Form S-1 (No.  33-87892)  (originally  filed on December  23,
1994), as amended,  including any amendment or report filed for the purpose
of updating such description.

          All  documents  subsequently  filed by the  Company  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
filing of a  post-effective  amendment  which  indicates that all shares of
Common Stock offered hereby have been sold or which  deregisters all shares
of Common Stock then remaining  unsold,  shall be deemed to be incorporated
by  reference  herein and to be part  hereof from the date of the filing of
such documents.

Item 4.   Description of Securities
------    -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
------    --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers
------    -----------------------------------------

          The  Registrant,  as a  Delaware  corporation,  is  empowered  by
Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL"),  subject to the  procedures and  limitations  stated  therein,  to
indemnify  any  person  against  expenses   (including   attorneys'  fees),
judgments,  fines and amounts paid in  settlement  actually and  reasonably
incurred by him in  connection  with any  threatened,  pending or completed
action, suit or proceeding in which such person is made or threatened to be
made a party by reason of his being or  having  been a  director,  officer,
employee  or agent of the  Registrant  or his serving at the request of the
Registrant as a director,  officer, employee or agent of another company or
other entity.  The statute  provides that  indemnification  pursuant to its
provisions is not exclusive of other rights of  indemnification  to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested   directors,  or  otherwise.  The  Registrant's  Amended  and
Restated  Certificate of Incorporation  provides for indemnification by the
Registrant of its  directors  and officers to the full extent  permitted by
the DGCL. Pursuant to Section 145 of the DGCL, the Registrant has purchased
insurance  on behalf of its  present  and  former  directors  and  officers
against any liability asserted against or incurred by them in such capacity
or arising out of their status as such.

          Pursuant  to  specific  authority  granted by Section  102 of the
DGCL, the  Registrant's  Amended and Restated  Certificate of Incorporation
contains  the  following  provision  regarding  limitation  of liability of
directors and officers:

          "To  the  fullest  extent  permitted  by  the  Delaware
          General  Corporation  Law as  the  same  exists  or may
          hereafter  be amended,  a Director  of the  Corporation
          shall  not  be  liable  to  the   Corporation   or  its
          stockholders   for  monetary   damages  for  breach  of
          fiduciary duty as a Director."

          In addition,  the Company's  Amended and Restated By-Laws provide
for indemnification of directors and officers, including indemnification of
directors and officers that are a party to a proceeding in whole or in part
attributable to (a) the fact that he is or was a director or officer of the
Company or was serving at the request of the Company or (b)  anything  done
or not done by such person in any such capacity  against losses if he acted
in good  faith  and in a  manner  he  reasonably  believed  to be in or not
opposed to the best  interest  of the  Company,  and,  with  respect to any
criminal  proceeding,  had no  reasonable  cause to believe his conduct was
unlawful.

          The undersigned Registrant has entered into agreements to provide
indemnification for its directors and executive officers in addition to the
indemnification  provided  for in the  Registrant's  Amended  and  Restated
Certificate  of  Incorporation  and Amended  and  Restated  By-laws.  These
agreements,  among other things,  indemnify the  directors,  to the fullest
extent provided by Delaware law, for certain expenses (including attorneys'
fees), losses, claims, liabilities, judgments, fines and settlement amounts
incurred by such  indemnitee  in any action or  proceeding,  including  any
action by or in the right of the  Registrant,  on account of  services as a
director or officer of any affiliate of the Registrant, or as a director or
officer of any other company or  enterprise  that the  indemnitee  provides
services to at the request of the Registrant.

Item 7.   Exemption from Registration Claimed
------    -----------------------------------

          Not applicable.

Item 8.   Exhibits
------    --------

Exhibit No.    Description of Exhibit
----------     ----------------------

4.1            Specimen Form of the Company's Common Stock Certificate
               (Filed as Exhibit 4.1 to Amendment No. 3 to the Company's
               Registration Statement (File No. 33-87892) on Form S-1 and
               incorporated herein by reference)
4.2            Amended and Restated Certificate of Incorporation of the
               Company (Filed as Exhibit 3.1 to the Company's Annual Report
               on Form 10-K for the Fiscal Year Ending March 31, 1995 and
               incorporated herein by reference)
4.3            Amended and Restated By-Laws of the Company (Filed as
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
               for the period ending September 30, 1995 and incorporated
               herein by reference)
4.4            Sola Investors Inc. Stock Option Plan (Filed as Exhibit
               10.11 to the Company's Annual Report on Form 10-K for the
               Fiscal Year Ending March 31, 1994 and incorporated herein by
               reference)
4.5            Amendment Number 1 to the Sola Investors Inc. Stock Option
               Plan (Filed as Exhibit 10.21 to Amendment No. 3 to the
               Company's Registration Statement (File No. 33-87892) on Form
               S-1 and incorporated herein by reference)
4.6            Amended and Restated Sola International Inc. Stock Option
               Plan (Filed as Appendix A to the Proxy Statement of the
               Company, dated as of June 30, 1998, and incorporated herein
               by reference)
5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
               the validity of the shares of Common Stock covered by the
               Registration Statement
23.1           Consent of Fried, Frank, Harris, Shriver & Jacobson
               (included in Exhibit 5.1)
23.2           Consent of Ernst & Young LLP, Independent Auditors
24.1           Powers of Attorney

Item 9.   Undertakings
------    ------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To  include  any   prospectus   required  by  Section
                      10(a)(3) of the Securities Act;

               (ii)   To  reflect  in the  prospectus  any  facts or events
                      arising after the effective date of this registration
                      statement   (or  the   most   recent   post-effective
                      amendment  hereto)  which,  individually  or  in  the
                      aggregate,  represent  a  fundamental  change  in the
                      information set forth in this registration statement;
                      and

               (iii)  To include any material  information  with respect to
                      the plan of distribution not previously  disclosed in
                      the registration  statement or any material change to
                      such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those  paragraphs is contained in periodic  reports filed by the registrant
pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
incorporated by reference in this registration statement.

          (2) That, for the purpose of determining  any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration  statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such  securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant  has been  advised  that in the  opinion of the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification  against such liabilities (other than the payment
by the  registrant of expenses  incurred or paid by a director,  officer or
controlling  person of the  registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of such issue.
SIGNATURES

          Pursuant to the  requirements  of the Securities Act of 1933, the
Company  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for filing on Form S-8 and has duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of Menlo Park, State of California,
on August 18, 1998.

                                        SOLA INTERNATIONAL INC.

                                        By: /s/ Steven M. Neil
                                           --------------------------------
                                           Steven M. Neil
                                           Executive Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary

          Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

Signature                                Title                        Date
---------                                -----                        ----

            *                   Chairman of the Board           August 18, 1998
-----------------------------
Irving S. Shapiro

  /s/ John E. Heine             President and Chief 
-----------------------------   Executive Officer               August 18, 1998
John E. Heine                   (Principal Executive
                                Officer), Director

  /s/ Steven M. Neil            Executive Vice President,       August 18, 1998
-----------------------------   Chief Financial Officer,  
Steven M. Neil                  Treasurer and Secretary
                                (Principal Financial and
                                Accounting Officer)

            *                   Director                        August 18, 1998
-----------------------------
Maurice J. Cunniffe

            *                   Director                        August 18, 1998
-----------------------------
Douglas D. Danforth

            *                   Director                        August 18, 1998
-----------------------------
A. William Hamill

            *                   Director                        August 18, 1998
-----------------------------
Hamish Maxwell

            *                   Director                        August 18, 1998
-----------------------------
Jackson L. Schultz

*  By:  /s/ Steven M. Neil                                      August 18, 1998
       ------------------------------
       Steven M. Neil
       Attorney-in-Fact
EXHIBIT INDEX

   Exhibit No.                   Description of Exhibit
   -----------                   ----------------------

     4.1       Specimen  Form of the  Company's  Common  Stock  Certificate
               (Filed as Exhibit 4.1 to  Amendment  No. 3 to the  Company's
               Registration  Statement (File No.  33-87892) on Form S-1 and
               incorporated herein by reference)

     4.2       Amended and Restated  Certificate  of  Incorporation  of the
               Company (Filed as Exhibit 3.1 to the Company's Annual Report
               on Form 10-K for the Fiscal Year  Ending  March 31, 1995 and
               incorporated herein by reference)

     4.3       Amended  and  Restated  By-Laws  of the  Company  (Filed  as
               Exhibit 3.1 to the Company's  Quarterly  Report on Form 10-Q
               for the period ending  September  30, 1995 and  incorporated
               herein by reference)

     4.4       Sola  Investors  Inc.  Stock  Option  Plan (Filed as Exhibit
               10.11 to the  Company's  Annual  Report on Form 10-K for the
               Fiscal Year Ending March 31, 1994 and incorporated herein by
               reference)

     4.5       Amendment  Number 1 to the Sola  Investors Inc. Stock Option
               Plan  (Filed  as  Exhibit  10.21 to  Amendment  No. 3 to the
               Company's Registration Statement (File No. 33-87892) on Form
               S-1 and incorporated herein by reference)

     4.6       Amended and Restated Sola  International  Inc.  Stock Option
               Plan  (Filed as  Appendix  A to the Proxy  Statement  of the
               Company,  dated as of June 30, 1998, and incorporated herein
               by reference)

     5.1       Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

     23.1      Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

     23.2      Consent of Ernst & Young LLP, Independent Auditors

     24.1      Powers of Attorney