UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant to ofSection 13 ~~Report~~or 15(~~Date~~ d) of ~~earliest~~ ~~event~~the ~~reported): February 24,~~Securities ~~2010~~Exchange Act of 1934

Date of report (Date of earliest event reported): March 9, 2010

FGX INTERNATIONAL HOLDINGS LIMITED

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

British Virgin Islands

BRITISH VIRGIN ISLANDS		001-33760		98-0475043
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(State or other jurisdiction of incorporation)

500 George Washington Highway
Smithfield, Rhode Island		02917
(Address of Principal Executive Offices)		(Zip Code)

001-33760		98-0475043
(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number including area code: (401) 231-3800

500 George Washington Highway Smithfield, Rhode Island 02917

(Address of principal executive offices, including zip code)

(401) 231-3800

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligations~~obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section 8 ~~2.02~~— ~~Results of Operations and Financial Condition~~Other Information

OnItem ~~February 24, 2010, FGX International Holding Limited (the “Company”) issued a press release announcing selected financial results for the fourth quarter and fiscal year ended January 2, 2010~~8. ~~A copy of the press release is furnished as Exhibit 99~~01.1 toOther ~~this report~~Events.

~~Item~~ On March 9~~.01~~, ~~Financial~~2010, ~~Statements~~at a special meeting, the shareholders of FGX International Holdings Limited (the “Company”) approved the Agreement and ~~Exhibits~~Plan of Merger, dated as of December 15, 2009, among Essilor International (“Essilor”), 1234 Acquisition Sub Inc. and the Company.

~~(d)~~The Company’s previously announced merger with Essilor is currently expected to be completed on or about March ~~Exhibits~~12, 2010.

Exhibit No.		Description
99.1		Press Release dated February 24, 2010.

2SIGNATURE

~~SIGNATURES~~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 hereunto duly authorized.

~~Pursuant~~FGX toINTERNATIONAL ~~the~~HOLDINGS ~~requirements~~LIMITED ofBy: ~~the~~/s/ ~~Securities~~Alec ~~Exchange~~Taylor ~~Act~~Name: ofAlec ~~1934,~~Taylor ~~as amended,~~Title: ~~the~~Chief ~~Registrant~~Executive ~~has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

	FGX INTERNATIONAL HOLDINGS LIMITED
	(Registrant)
February 24, 2010	By:	/s/ Alec Taylor
	Alec Taylor
	Chief Executive Officer

Dated: March 9, 2010

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