Five hundred guys have one thousand eyes for my baby
They stand around and stare, no matter where she goes
Five hundred men have one great big yen for my baby
They'd like to buy her things, like diamond rings and clothes

I really had to overcome a lot of competition
And I'm not telling how I reached my number one position

But 499 are wasting their time with my baby
And here's the reason why they have my sympathy
'Cause, baby, she got eyes for me

(Five hundred guys have one thousand eyes) For my baby
They stand around and stare, no matter where she goes
(Five hundred men have one great big yen) For my baby
(They'd like to buy her things, like) Diamond rings and clothes

I really had to overcome a gang of competition
And I'm not telling how I reached my number one position

But 499, man, they're wasting their time with my baby
And here's the reason why they have my sympathy
'Cause, baby, has two eyes, great big bright two eyes
Baby just has eyes for me
My baby just has eyes for me