January 9, 2007


Via Facsimile 917-777-3360 and U.S. Mail

Daniel E. Stoller
Skadden, Arps, Slate, Meagher & Flom
Four Times Square
New York, New York 10036

Re:	Parlux Fragrances, Inc.
PRRN14A filed by Glenn Nussdorf on January 5, 2007
SEC File No. 0-15491

Dear Mr. Stoller:

The staff in the Office of Mergers and Acquisitions has conducted
a
limited review of the revised consent statement identified above.
We
have the following additional comments.

All defined terms used in this letter have the same meaning as in
the
revised consent statement, unless otherwise indicated. All page
references refer to the courtesy copy of you provided
supplementally.
Feel free to contact me at the phone number listed at the end of
this
letter with any questions about these comments or your filings
generally.

General

1. Generally revise the consent solicitation statement to reflect
the
Company`s announced record date of close of business on January
17,
2007.

Cover Page

2. Refer to comment 2 in our prior comment letter dated December
28,
2006. In response to that comment, you have identified Model Reorg
as
a participant in this consent solicitation. Clarify Model`s role
in
the solicitation. In this regard, you state that Model "may be
deemed
a participant" but it apparently does not own any shares of the
Company and apparently is not financing the solicitation.

Please explain in your response letter, with a view to additional
disclosure in the consent solicitation statement. In particular,
if
Model may engage in a future transaction with the Company,
including
an acquisition, this must be disclosed.

Consent Statement of Glenn Nussdorf, page 1

3. Refer to comment 3 in our prior comment letter, and your
response.
In your revised disclosure on page 1 of the consent statement, you
continue to decline to state that Proposal 2 is conditioned on
Proposal 1. Moreover, your revised disclosure references briefly
the
possibility that only one of the existing Board members might be
removed. Include a discussion in an appropriate and prominent
section
of the revised consent statement exploring the implications if
only
one or a few existing Board members are removed through this
consent
solicitation. For example, explain how this could occur and
specify
your nominees in order of priority, to the extent that less than
the
total number of Board seats become vacant. In addition, discuss
the
effects on your ability to carry out changes at the Company if
less
than all of your Nominees are placed on the Board.

Proposal 2: Election of Nominees, page 3

4. We note the disclosure in the second paragraph in this section
that the "remaining Nominees" (other than Mr. Glenn Nussdorf and
Michael Katz) are "not currently affiliated with Mr. Nussdorf...."
However, the disclosure on page 4 under Joshua Angel states that
he
has provided legal services to "companies affiliated with Mr.
Nussdorf." Please revise or advise.

Background and Reasons for the Consent Solicitation, page 5

5. In the revised disclosure in the second paragraph of this
section,
quantify the "recent dramatic decline" in the Company`s stock
price
to which you refer. In addition, provide reference dates for the
relevant comparison points.

6. Refer to the disclosure on page 11, which states that Mr.
Nussdorf
"may explore the possibility of making an acquisition proposal" to
acquire the Company if his Nominees are elected. However, Mr.
Nussdorf`s letter dated November 21, 2006 reprinted in the same
section of the consent statement indicates that at as of the date
of
that letter, he was already exploring the possibility of making a
proposal to acquire the Company. Revise your disclosure to fully
describe the status of Mr. Nussdorf`s assessment of an acquisition
proposal and update to reflect any recent developments. In
addition,
in light of Mr. Nussdorf`s inability to obtain financing for a
prior
proposal in 2003, you should focus on the status of and fully
describe any preliminary efforts to obtain financing.

7. We note the disclosure in the first full paragraph on page 12
that
if elected, the Nominees "do not intend to permit the Company to
make
payments or provide benefits under [its severance agreements with
certain executives] until after [the Nominee`s review of such
agreements] is completed." If withholding such payments is likely
to
result in litigation against the Company, please disclose and
discuss
the potential consequences.

Revolving Credit and Security Agreement, page 14

8. If this solicitation is successful, will it cause the Company
to
be in default under, or require the approval of, any of the
Company`s
significant licensors? If so, please discuss in considerable
detail
in the revised consent statement, including how you would attempt
to
remedy this situation and the potential harm to the Company if you
are unsuccessful.

9. Has Mr. Nussdorf begun seeking alternative financing for the
Company? If so, please describe the status of these efforts.

Perfumeria and ECMV, page 15-16

10. In the new disclosure in the sixth paragraph on page 16,
quantify
the sales to Global Integrated as a percentage of the Company`s
total
sales for the periods presented.

Consent Procedures, page 17

11. Refer to comment 3 above. Clarify the mechanics of removing
the
existing Board members, given that the consents you are asking
shareholders to execute permit them (in response to Proposal 1) to
specify those existing Board members they do not wish to remove.
Do
you need the consent of a majority of existing shareholders to
remove
each Board member individually? Or is a majority of consents to
Proposal 1 generally sufficient? For example, what will be the
result
if a majority of shareholders consent to Proposal 1 generally, but
most write Mr. Lekach`s name on the line below as a director for
which they do not consent to removal?

Forward-Looking Statements, page 19

12. Refer to comment 24 in our prior comment letter. We continue
to
object to the revised language in this section because it
continues
to refer to "`forward-looking` statements within the meaning of
the
U.S. Private Securities Litigation Reform Act of 1995." The point
of
the original comment is that the safe harbor for forward-looking
statements provided in the Reform Act is not applicable to
statements
made in your consent solicitation statement. Please revise to
clearly
state this.


Transactions in the Company`s Securities Involving Participants,
page
A-4

13. It appears from the two tables on this page that Lillian Ruth
Nussdorf and Glenn Nussdorf each purchased 250,000 and 650,000
shares
of the Company`s common stock on August 11, 2006. If this is not
the
case, please revise the tables to clarify. For example, if the
650,000 shares listed for Mr. Nussdorf include the shares
purchased
on the same date by Lillian Nussdorf, this is not apparent and
should
be clarified.

Form of Consent Card

14. Identify all participants named on the cover page of the
consent
solicitation in response to comment 2 in our prior comment letter
on
the consent card as well. In addition, consider the accuracy of
the
statement on the consent card that consents are solicited by Mr.
Nussdorf; it appears the other participants are also soliciting.

Closing Comments

15. We require the acknowledgements requested in our initial
comment
letter of December 28, 2006 as to all participants (as defined in
Instruction 3 to Items 4 and 5 of Schedule 14A) in the consent
solicitation, not just Glenn Nussdorf. Please provide them as soon
as
possible.

*              *              *              *

Please amend your filings in response to these comments.  You may
wish to provide us with black-lined copies of the revised consent
statement to expedite our review.  Please furnish a cover letter
with
your amended filing that keys your responses to our comments and
provides any requested supplemental information. Please file such
letter on EDGAR.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amended filings and responses to our comments. If
you
have any questions, please do not hesitate to contact me at (202)
551-3263.



Sincerely,



Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
Daniel E. Stoller, Esq.
January 9, 2007
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE