<PAGE>
                                
 As filed with the Securities and Exchange Commission on May 24, 1996
                                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, Menlo Park, California              94025
- -----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

  Sola Optical 401(k) Savings Plan
- -----------------------------------------------------------------
(Full title of the plan)


  John E. Heine, Sola International Inc., 2420 Sand Hill Road,
  Menlo Park, California 94025
- -----------------------------------------------------------------
(Name and address of agent for service)

  (415) 324-6868
- -----------------------------------------------------------------
(Telephone number, including area code of agent for service)


                          With copy to:

                       Michael E. Pietzsch
            Polese, Pietzsch, Williams & Nolan, P.A.
               3003 N. Central Avenue, Suite 1900
                     Phoenix, Arizona  85012
                          602-280-1500

<PAGE>
                                
                 CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>

   Title of      Amount To      Proposed         Proposed        Amount of
Securities To       Be           Maximum         Maximum        Registration
Be Registered   Registered   Offering Price     Aggregate           Fee
                               Per Share*    Offering Price*
<S>             <C>          <C>             <C>               <C>
Interests in         *              *               *            $100.00**
the 401(k)
Savings Plan

<FN>
__________________________

*    Pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee
     benefit plan described herein.

**   Pursuant to Section 6(b) of the Securities Act of 1933, the
     amount of Registration Fee is $100.00.
</TABLE>

                                2
<PAGE>
                                
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to participants in accordance
with Rule 428 of the Securities Act of 1933.

                                3
<PAGE>
                                
                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE. The following
documents, which have been filed by the Company or the Plan with
the Commission, are incorporated in this Registration Statement
by reference:

               The Company's Annual Report on Form 10-K filed
     with the Commission on June 7, 1995, as amended by the
     Company's Annual Report on Form 10-K/A filed with the
     Commission on June 21, 1995 (the "Form 10-K");

               The Company's quarterly reports on Form 10-Q for
     the quarters ending June 30, 1995, September 30, 1995 and
     December 31, 1995;

               The Company's Report on Form 8-K dated June 7,
     1995, the Company's Report on Form 8-K dated June 21, 1995
     and the Company's Report on Form 8-K dated May 6, 1996;

               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 Exchange Act, as
     amended, 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.

          All documents subsequently filed by the Company and the
Plan 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 securities offered hereby have been sold
or which deregisters all securities 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.

          Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

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 Company,
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 Company. 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 Company's Amended and Restated Certificate of
Incorporation provides for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL.
Pursuant to Section 145 of the DGCL, the Company has purchased
insurance on behalf of its present
                                
                                4
<PAGE>

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 Company'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 Company has entered into agreements to provide
indemnification for its directors and executive officers in
addition to the indemnification provided for in the Company'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 Company, on account of services as a
director or officer of any affiliate of the Company, or as a
director or officer of any other company or enterprise that the
indemnitee provides services to at the request of the Company.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.   EXHIBITS. An Exhibit index is located at Page 9.

          The undersigned Registrant hereby undertakes that it
will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.

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 thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this Registration Statement;
                                
                                5
<PAGE>

                    (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 of 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.

                                6
<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 May 24, 1996.
                              
                              SOLA INTERNATIONAL INC.



                              By     /s/ Ian S. Gillies
                                 ------------------------------
                                   Ian S. Gillies
                                   Vice President, Finance
                                   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
- -------------------------
Irving S. Shapiro


            *                 President and Chief Executive
- -------------------------     Officer (Principal Executive
John E. Heine                 Officer), Director


  /s/ Ian S. Gillies          Vice President, Finance, Chief      May 24, 1996
- -------------------------     Financial Officer, Treasurer and
Ian S. Gillies                Secretary (Principal Financial and
                              Accounting Officer)


            *                 Director
- -------------------------
Douglas D. Danforth


            *                 Director
- -------------------------
Hamish Maxwell


            *                 Director
- -------------------------
Ruben F. Mettler
                                
                                7
<PAGE>

            *                 Director
- -------------------------
Lawrence Za Yu Moh


            *                 Director
- -------------------------
Jackson L. Schultz


* By  /s/  Ian S. Gillies                                         May 24, 1996
     --------------------
     Ian S. Gillies
     Attorney-in-Fact


          Pursuant to the requirements of the Securities Act of
1933, the Administrative Committee of the Company has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Petaluma,
State of California, on May 24, 1996.

                              SOLA OPTICAL 401(k) SAVINGS PLAN



                              By    /s/ Hedley Lawson, Jr.
                                 --------------------------------
                                   Hedley Lawson, Jr.
                                   Senior Vice President
                                   Human Resources
                                
                                8
<PAGE>

                                
                          EXHIBIT INDEX

EXHIBIT DESCRIPTION
NUMBER

4.1     Specimen Form of the Company's 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 3.2 to Amendment No. 2 to the Company's
        Registration Statement (File No. 33-87892) on Form S-1
        and incorporated herein by reference)

4.4     Sola Optical 401(k) Savings Plan

4.5     Trust Agreement entered into as of May 15, 1996 between
        Sola Optical USA, Inc. and Chase Manhattan Bank, N.A.

23.1    Consent of Ernst & Young LLP, independent auditors

23.2    Consent of Coopers & Lybrand L.L.P., independent
        accountants

24.1    Power of Attorney

24.1(a) Power of Attorney
                                                                 
                                9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17697}]
{"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": "333-04489", "film-number": "96572195"}, "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 May 24, 1996
                                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, Menlo Park, California              94025
- -----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

  Sola Optical 401(k) Savings Plan
- -----------------------------------------------------------------
(Full title of the plan)

  John E. Heine, Sola International Inc., 2420 Sand Hill Road,
  Menlo Park, California 94025
- -----------------------------------------------------------------
(Name and address of agent for service)

  (415) 324-6868
- -----------------------------------------------------------------
(Telephone number, including area code of agent for service)

                          With copy to:

                       Michael E. Pietzsch
            Polese, Pietzsch, Williams & Nolan, P.A.
               3003 N. Central Avenue, Suite 1900
                     Phoenix, Arizona  85012
                          602-280-1500
CALCULATION OF REGISTRATION FEE
Title of      Amount To      Proposed         Proposed        Amount of
Securities To       Be           Maximum         Maximum        Registration
Be Registered   Registered   Offering Price     Aggregate           Fee
                               Per Share*    Offering Price*
Interests in         *              *               *            $100.00**
the 401(k)
Savings Plan
__________________________

*    Pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee
     benefit plan described herein.

**   Pursuant to Section 6(b) of the Securities Act of 1933, the
     amount of Registration Fee is $100.00.
2
PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to participants in accordance
with Rule 428 of the Securities Act of 1933.

                                3
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE. The following
documents, which have been filed by the Company or the Plan with
the Commission, are incorporated in this Registration Statement
by reference:

               The Company's Annual Report on Form 10-K filed
     with the Commission on June 7, 1995, as amended by the
     Company's Annual Report on Form 10-K/A filed with the
     Commission on June 21, 1995 (the "Form 10-K");

               The Company's quarterly reports on Form 10-Q for
     the quarters ending June 30, 1995, September 30, 1995 and
     December 31, 1995;

               The Company's Report on Form 8-K dated June 7,
     1995, the Company's Report on Form 8-K dated June 21, 1995
     and the Company's Report on Form 8-K dated May 6, 1996;

               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 Exchange Act, as
     amended, 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.

          All documents subsequently filed by the Company and the
Plan 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 securities offered hereby have been sold
or which deregisters all securities 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.

          Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

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 Company,
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 Company. 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 Company's Amended and Restated Certificate of
Incorporation provides for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL.
Pursuant to Section 145 of the DGCL, the Company has purchased
insurance on behalf of its present
                                
                                4
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 Company'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 Company has entered into agreements to provide
indemnification for its directors and executive officers in
addition to the indemnification provided for in the Company'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 Company, on account of services as a
director or officer of any affiliate of the Company, or as a
director or officer of any other company or enterprise that the
indemnitee provides services to at the request of the Company.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.   EXHIBITS. An Exhibit index is located at Page 9.

          The undersigned Registrant hereby undertakes that it
will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.

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 thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this Registration Statement;
                                
                                5
(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 of 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.

                                6
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 May 24, 1996.
                              
                              SOLA INTERNATIONAL INC.

                              By     /s/ Ian S. Gillies
                                 ------------------------------
                                   Ian S. Gillies
                                   Vice President, Finance
                                   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
- -------------------------
Irving S. Shapiro

            *                 President and Chief Executive
- -------------------------     Officer (Principal Executive
John E. Heine                 Officer), Director

  /s/ Ian S. Gillies          Vice President, Finance, Chief      May 24, 1996
- -------------------------     Financial Officer, Treasurer and
Ian S. Gillies                Secretary (Principal Financial and
                              Accounting Officer)

            *                 Director
- -------------------------
Douglas D. Danforth

            *                 Director
- -------------------------
Hamish Maxwell

            *                 Director
- -------------------------
Ruben F. Mettler
                                
                                7
*                 Director
- -------------------------
Lawrence Za Yu Moh

            *                 Director
- -------------------------
Jackson L. Schultz

* By  /s/  Ian S. Gillies                                         May 24, 1996
     --------------------
     Ian S. Gillies
     Attorney-in-Fact

          Pursuant to the requirements of the Securities Act of
1933, the Administrative Committee of the Company has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Petaluma,
State of California, on May 24, 1996.

                              SOLA OPTICAL 401(k) SAVINGS PLAN

                              By    /s/ Hedley Lawson, Jr.
                                 --------------------------------
                                   Hedley Lawson, Jr.
                                   Senior Vice President
                                   Human Resources
                                
                                8
EXHIBIT INDEX

EXHIBIT DESCRIPTION
NUMBER

4.1     Specimen Form of the Company's 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 3.2 to Amendment No. 2 to the Company's
        Registration Statement (File No. 33-87892) on Form S-1
        and incorporated herein by reference)

4.4     Sola Optical 401(k) Savings Plan

4.5     Trust Agreement entered into as of May 15, 1996 between
        Sola Optical USA, Inc. and Chase Manhattan Bank, N.A.

23.1    Consent of Ernst & Young LLP, independent auditors

23.2    Consent of Coopers & Lybrand L.L.P., independent
        accountants

24.1    Power of Attorney

24.1(a) Power of Attorney
                                                                 
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