FORM 6 - K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a - 16 OR 15d - 16 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED DECEMBER 31, 2005

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

VIA CANTÙ 2, MILAN 20123 ITALY

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

LUXOTTICA GROUP S.p.A.

INDEX TO FORM 6–K

The information included in this Report is an English translation of information that Luxottica Group S.p.A. is required to file with Italian regulatory authorities but is not required to be distributed to shareholders. Luxottica Group S.p.A. will include additional information regarding its business and fiscal year ended December 31, 2005 in its 2005 Annual Report on Form
20-F.

The audit of the financial statements as of and for the year ended December 31, 2005 included in this Report is not yet complete and, therefore, such financial statements are unaudited. Luxottica Group S.p.A. intends to file audited financial statements for 2005 in its Annual Report on Form 20-F for such year.

LUXOTTICA GROUP S.p.A.

CONSOLIDATED BALANCE SHEETS -U.S. GAAP-

DECEMBER 31, 2004 AND DECEMBER 31, 2005

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

See Condensed Notes to Consolidated Financial Statements

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LUXOTTICA GROUP S.p.A.

CONSOLIDATED BALANCE SHEETS -U.S. GAAP-

DECEMBER 31, 2004 AND DECEMBER 31, 2005

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

See Condensed Notes to Consolidated Financial Statements

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LUXOTTICA GROUP S.p.A.

STATEMENTS OF CONSOLIDATED INCOME -U.S. GAAP-

FOR THE YEAR ENDED DECEMBER 31, 2004 (AUDITED) AND 2005 (AUDIT PENDING)

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

(2) Amounts in thousands except per share data.

See Condensed Notes to Consolidated Financial Statements

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LUXOTTICA GROUP S.p.A.

STATEMENT OFCONSOLIDATED SHAREHOLDERS’ EQUITY -U.S. GAAP-

FOR THE YRAR ENDED DECEMBER 31, 2005  (Audit pending)

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

See Condensed Notes to Consolidated Financial Statements

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LUXOTTICA GROUP S.p.A.

STATEMENTS OF CONSOLIDATED CASH FLOWS -U.S. GAAP -

FOR THE YEAR ENDED DECEMBER 31, 2004 (AUDITED) AND 2005 (AUDIT PENDING)

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

See Condensed Notes to Consolidated Financial Statements

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STATEMENTS OF CONSOLIDATED CASH FLOWS -U.S. GAAP -

FOR THE YEAR ENDED DECEMBER 31, 2004 (AUDITED) AND 2005 (AUDIT PENDING)

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.1842 on December 31, 2005 (see Note 7).

See Condensed Notes to Consolidated Financial Statements

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDIT PENDING)

1.          BASIS OF PRESENTATION

The accompanying consolidated balance sheets as of December 31, 2004 and 2005 and the related statements of consolidated income and cash flows for the year ended December 31, 2004 and 2005 and the statement of consolidated shareholders’ equity for the year ended December 31, 2005 of Luxottica Group S.p.A. and subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated balance sheet as of December 31, 2005, the statements of consolidated income and cash flows for the year ended December 31, 2004 and 2005 and the statement of consolidated shareholders’ equity for the year ended December 31, 2005 are derived from financial statements for which the audit is currently pending. The audit of the financial statements as of and for the year ended December 31, 2005 included in this report is not yet complete and therefore such financial statements are unaudited. The Company intends to file audited financial statements for 2005 in its Annual Report on Form 20-F for such year. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present the financial position, results of operations and cash flows as of December 31, 2004 and 2005 and for the years ended December 31, 2004 and 2005 have been made.

The accounting policies have been consistently applied by the Company and are consistent with those applied in the preparation of its financial statements contained in its Annual Report on Form 20-F for 2004. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements as of and for the year ended December 31, 2005 should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2004.

2.          ACQUISITION OF OPSM

On June 16, 2003, the Company’s wholly owned subsidiary, Luxottica South Pacific Pty Limited, commenced a cash offer to acquire all of the outstanding shares, performance rights and options of OPSM Group Ltd. (“OPSM”), the largest eyewear retailer in Australia. On September 2, 2003, the cash offer was successfully completed and closed. At the close of the offer, Luxottica South Pacific Pty Limited acquired 82.57 percent of OPSM’s ordinary shares, and more than 90 percent of OPSM’s options and performance rights, which entitled the Company to require the cancellation of all the options and performance rights still outstanding. As a result of Luxottica South Pacific Pty Ltd. acquiring the majority of OPSM’s shares on August 8, 2003, OPSM’s financial position and results of operations have been reported in the Company’s consolidated financial results since August 1, 2003.

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On November 26, 2004, the Company through its wholly owned subsidiary, Luxottica South Pacific Pty, Ltd., made an offer for all the unowned remaining outstanding shares of OPSM Group.

At the close of the offer on February 7, 2005, the Company held 98.5 percent of OPSM Group’s shares, which is in excess of the compulsory acquisition threshold. On February 8, 2005, the Company announced the start of the compulsory acquisition process for all remaining shares in OPSM Group not already owned by the Company.

On February 15, 2005, the Australian Stock Exchange suspended trading in OPSM Group shares and on February 21, 2005 it delisted OPSM Group shares from the Australian Stock Exchange. The compulsory acquisition process was completed on March 23, 2005 and as of that date the Company held 100.0 percent of OPSM Group’s shares. The difference between the purchase price and the value of the minority interest in OPSM has been preliminarily allocated entirely to goodwill.

3.          ACQUISITION OF COLE NATIONAL

On July 23, 2003, the Company formed an indirect wholly owned subsidiary, Colorado Acquisition Corp., for the purpose of acquiring all the outstanding common stock of Cole, a publicly traded company on the New York Stock Exchange. On January 23, 2004, as amended as of June 2, 2004 and July 15, 2004, the Company and Cole entered into a definitive merger agreement with the unanimous approval of the Boards of Directors of both companies. On October 4, 2004, Colorado Acquisition Corp. consummated its merger with Cole. As a result of the merger, Cole became an indirect wholly owned subsidiary of the Company. The aggregate consideration paid by the Company to former shareholders, option holders and holders of restricted stock of Cole was approximately U.S. $500.6 million. In connection with the merger, the Company assumed outstanding indebtedness with an approximate aggregate fair value of the principal balance of Euro 253.3 million (U.S. $310.9 million).  The results of Cole have been consolidated into the Company’s consolidated financial statements as of the acquisition date. The acquisition was accounted for using the purchase method, and accordingly, U.S. $520.1 million (including the purchase price of U.S. $500.6 million plus approximately U.S. $19.5 million of acquisition-related expenses) was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition. The Company used various methods to calculate the fair value of the assets and liabilities. The excess of purchase price over net assets acquired (“goodwill”) has been recorded in the accompanying consolidated balance sheet.

The purchase price (including acquisition-related expenses) has been allocated based upon the valuation of the Company’s acquired assets and liabilities assumed as follows (in thousands of Euro):

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The amount of goodwill has not changed materially from the December 31, 2004 valuation.

Included under the caption “Asset Held For Sale” in the above table and on the consolidated balance sheet at December 31, 2004 is the fair value of the Company’s investment in Pearle Europe B.V. (“PE”) established through negotiations with the majority shareholder of PE to acquire the asset.  As part of the acquisition of Cole, the Company acquired approximately 21 percent of PE’s outstanding shares. A change of control provision included in the Articles of Association of PE required Cole to make an offer to sell these shares to the shareholders of PE within 30 days of the change of control, which deadline was extended by agreement of the parties. In December 2004, substantially all the terms of the sale were established at a final cash selling price of Euro 144.0 million, subject to customary closing conditions. The sale transaction closed in January 2005. As the asset is denominated in Euro, which is not the functional currency of the subsidiary that held the investment, the Company has recorded a foreign exchange loss of approximately U.S. $3.0 million during the year ended December 31, 2005 relating to the changes in the U.S. dollar/Euro exchange rate between December 31, 2004 and January 5, 2005 (the date of closing).

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On October 17, 2004, Cole caused its subsidiary to purchase U.S. $150.0 million principal amount of its outstanding 8 7/8% Senior Subordinated Notes due 2012 in a tender offer and consent solicitation for U.S. $175.5 million, which amount represented all of the issued and outstanding notes of such series.  On November 30, 2004, Cole caused its subsidiary to redeem all of its outstanding 8 5/8% Senior Subordinated Notes due 2007 for U.S. $126.4 million.

4.          INVENTORIES

Inventories consisted of the following (in thousands of Euro):

5.          EARNINGS PER SHARE

Earnings per share are computed by dividing net income by the number of weighted average shares outstanding during the period. Basic earnings per share are based on the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are based on the weighted average number of ordinary shares and ordinary share equivalents (options) outstanding during the period.

6.          STOCK OPTION AND INCENTIVE PLANS

Options to purchase an aggregate of 11,044,310 ordinary shares of the Company were outstanding at December 31, 2005. Outstanding options granted under the Company’s Stock Option Plans (10,044,310 ordinary shares) become exercisable in either three equal annual installments or two equal installments in the second year and in the third year of the three-year vesting period and expire on or before January 31, 2014. During 2005, 2,770,250 options were exercised.

Options granted in 2004 under a Company Incentive Plan (1,000,000 ordinary shares) vest and become exercisable from January 31, 2007 only if certain financial performance measures are met over the period ending December 2006.

As the Company has elected to apply Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” no compensation expense was recorded for shares issued under the Stock Option Plans because each option’s exercise price was equal to the fair market value of the underlying stock on the

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option’s date of grant. Compensation expense will be recorded for the options issued under the Company’s Incentive Plans based on the market value of the underlying ordinary shares only when the number of shares to be vested and issued is known. During the second half of 2005, it became apparent that the targets would be met. Accordingly, the Company has recorded net of taxes aggregate stock compensation expense for these incentive grants of Euro 1.7 million. The unearned compensation costs have been recorded as an increase expense to additional paid-in capital and a corresponding adjustment to equity. This expense will be amortized over the remaining vesting period of the options.

On September 14, 2004, the Company announced that its majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., a holding company of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for top management of the Company. The stock options to be issued under the stock option plan vest upon meeting certain economic objectives. As such, compensation expense will be recorded for the options issued to management under this plan based on the market value of the underlying ordinary shares only when the number of shares to be vested and issued is known. During the second half of 2005, it became apparent that the targets would be met. Accordingly, the Company has recorded aggregate stock compensation expense for these incentive grants of Euro 20,0 million. The unearned compensation costs have been recorded as an increase expense to additional paid-in capital and a corresponding adjustment to equity. This expense will be amortized over the remaining vesting period of the options.

In December 2004, the FASB issued SFAS No. 123-R (revised 2004), Share-Based Payment (“SFAS 123-R”), which replaces the existing SFAS 123 and supersedes Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees.” SFAS 123-R requires companies to measure and record compensation expense for stock options and other share-based payment methods based on the instruments’ fair value. SFAS 123-R is effective for the Company on January 1, 2006.

7.          U.S. DOLLAR CONVENIENCE TRANSLATION

The consolidated financial statements presented in Euro as of and for the year ended December 31, 2005 are also translated into U.S. Dollars, solely for the convenience of the readers of these financial statements, at the noon buying rate of Euro 1.00 = U.S. $1.1842 as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) at December 31, 2005. Such translations should not be construed as representations that Euro amounts could be converted into U.S. Dollars at that or any other rate.

8.          INCOME TAXES

The Company’s 2004 effective tax rate is less than the statutory tax rate due to permanent differences between the Company’s income for financial reporting

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and tax purposes, which reflect the net loss carry forward caused by the prior funding of subsidiary losses through capital contributions that are deductible for income tax purposes under Italian law, and the reduction in certain investments in subsidiaries. Such subsidiary losses were primarily attributable to the amortization of certain intangible assets associated with the Company’s acquisitions.

9.          SEGMENTS AND RELATED INFORMATION

The Company operates in two industry segments: (1) manufacturing and wholesale distribution and (2) retail distribution.

The following tables summarize the segmental information deemed essential by the Company’s management for the purpose of evaluating the Company’s performance and for making decisions about future allocations of resources.

The “Inter-segment transactions and corporate adjustments” column includes the elimination of inter-segment activities and corporate-related expenses not allocated to reportable segments. This has the effect of increasing reportable operating profit for the manufacturing and wholesale and retail segments. Identifiable assets are those tangible and intangible assets used in operations in each segment. Corporate identifiable assets are principally cash, goodwill and trade names (in thousands of Euro).

10.        COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries become involved in legal and regulatory proceedings from time to time, some of which are significant.  The timing and outcome of these proceedings are inherently uncertain and the outcomes of certain cases as disclosed in the Company’s 2004 consolidated financial statements could have a material adverse effect on the Company’s business, financial position or future operating results. It is the opinion of management of the Company that it has meritorious defenses against these claims, which the Company will vigorously pursue.

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FOURTH QUARTER RESULTS

The following discussion should be read in conjunction with the disclosure contained

in the Company’s Annual Report on Form 20-F for the year ended December 31, 2004, which contains, among other things, a discussion of the Company’s significant accounting policies and risks and uncertainties that could affect the Company’s future operating results or financial condition. Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2005 will be contained in the Company’s Annual Report on Form 20-F with respect to the 2005 fiscal year.

OVERVIEW

The Company operates in two industry segments: (1) manufacturing and wholesale distribution and (2) retail distribution. Through its manufacturing and wholesale distribution operations, the Company is engaged in the design, manufacture, wholesale distribution and marketing of house brand and designer lines of mid- to premium-priced prescription frames and sunglasses. The Company operates in the retail segment through its retail division, consisting of LensCrafters, Inc. and other affiliated companies (“LensCrafters”), Sunglass Hut International, Inc. and its subsidiaries and affiliates (“Sunglass Hut”), OPSM Group Ltd. and subsidiaries and affiliates and, since October 2004, Cole National Corporation (“Cole”) and its subsidiaries which includes the “Things Remembered” personalized gift locations. As of December 31, 2005, the Company’s retail division consisted of 5,679 owned or leased department retail locations and 491 franchised locations as follows:

(1) “Asia-Pacific” in our Retail Division consists of Australia, New Zealand, Singapore, Malaysia and Hong Kong.

Our net sales consist of, among other items, direct sales of finished products that we manufacture to opticians and other independent retailers through our wholesale distribution channel and sales directly to consumers through our retail division. Our average retail unit selling price is significantly higher than our average wholesale unit selling price, as our retail sales typically include lenses as well as frames.

Demand for our products, particularly our higher-end designer lines, is largely dependent on the discretionary spending power of the consumers in the markets in