January 18, 2007


Via Facsimile 949-475-4756 and U.S. Mail

James J. Moloney
Gibson Dunn & Crutcher LLP
4 Park Plaza
Irvine, CA 92614-8557

Re:	Parlux Fragrances, Inc.
PREC14A filed January 16, 2007
DEFA14A filed January 16, 2007
DEFA14A filed January 12, 2007
SEC File No. 0-15491

Dear Mr. Moloney:

The staff in the Office of Mergers and Acquisitions has conducted
a
limited review of the filings listed above. Please understand that
the purpose of our review process is to assist you in your
compliance
with applicable disclosure requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you
in
these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.  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.

All defined terms used in this letter have the same meaning as in
your filings, unless otherwise indicated. All page references
refer
to the courtesy copy of the consent solicitation statement you
provided supplementally. Note that you should comply with these
comments, to the extent applicable, in any future soliciting
materials used in connection with this consent revocation
solicitation.




PREC14A filed January 16, 2007

1. In numerous places throughout the consent revocation statement,
including on the cover page, you allege that Mr. Nussdorf may take
actions that will benefit himself and his associates "at the
expense
of all other Parlux shareholders" if his consent solicitation is
successful. Where you make such statements, qualify them by noting
that if elected to the Board of Directors of Parlux, Mr. Nussdorf
and
his nominees will be subject to fiduciary duties as directors
which
will legally obligate them to act in the best interests of all
Parlux
shareholders.

2. Refer to the last comment above. You cite to Mr. Nussdorf`s
alleged conflicts of interest arising from his affiliation with
other
companies in the fragrance industry, including some that do
business
with and compete with Parlux. However, it appears that the current
Chairman and Chief Executive Officer of Parlux, Ilia Lekach, was
also
affiliated with some of the same entities (Perfumania, ECMV) while
simultaneously employed by Parlux. Where you discuss what you
perceive to be potential conflicts of interest for Mr. Nussdorf,
balance that disclosure by noting that your current CEO also faced
some of the same conflicts in the past. In addition, explain why
you
believe Mr. Nussdorf incapable of handling such potential
conflicts
in the same manner as Mr. Lekach did.

3. We refer to the disclosure at the bottom of page 7 of the
consent
revocation statement indicating that Ilia Lekach was elected to
the
Board of Directors in February 1989 "as a result of a proxy
action."
Clarify what you mean by a "proxy action." Did Mr. Lekach gain his
position by running a proxy contest and being elected to the
board?
Or by affiliating himself with someone else who did? If so, you
must
address this fact in the numerous places throughout the consent
revocation statement where you criticize Mr. Nussdorf for
attempting
the same thing. For example, on page 1 you assert that "Nussdorf
is
attempting to take over your Company without paying a control
premium." If Mr. Lekach effectively did the same, you must
disclose
here and anywhere else in the consent revocation statement where
such
allegations are made.

4. In an appropriate section of the consent revocation statement,
disclose that Mr. Lekach partnered with Mr. Nussdorf in a proposal
to
acquire Parlux in 2003. In addition, expand the disclosure
generally
to indicate why Mr. Lekach did so, given the arguments you make
against allowing Mr. Nussdorf to obtain control of Parlux.

Cover Page

5. List the names of all participants as defined in Instruction 3
to
Item 4 of Schedule 14A on the cover page of the consent revocation
statement.


Reasons to Reject Nussdorf`s Consent Solicitation Proposals, page
1

6. In the third bullet point under number 1 at the bottom of page
1,
you assert that if Nussdorf makes a proposal to acquire the
Company,
you believe it should be considered by your current Board of
Directors ... "rather than his own handpicked nominees." Here and
wherever you make this point in the consent revocation statement,
balance your discussion by noting that (i) Mr. Nussdorf`s Board
could
designate an independent committee to consider any acquisition
proposal by Mr. Nussdorf or his affiliates; and (ii) the Board has
previously done so with respect to acquisition proposals by Mr.
Lekach.

7.  Refer to the first bullet point under number 5 on page 2.
Quantify the "improving operating performance" of the Company to
which you refer. That is, by what measurements is the Company`s
performance improving? Provide relevant figures and dates.

Background of the Consent Revocation Solicitation, page 3

8. Where you address the two prior indications of interest in
acquiring Parlux by Mr. Lekach and his affiliated entities, in
each
case, describe the response of the Board or any sub-group of the
Board designated to respond to Mr. Lekach`s proposals.

9. In light of the arguments you make concerning Mr. Nussdorf`s
potential conflicts of interest arising from his affiliations with
companies that do business with or compete with Parlux, explain
why
the Board of Directors approved the purchase by him and his
brother
of in excess of 15% of Parlux`s common stock as recently as August
2006. In addition, expand the discussion of such approval to
clarify
the effect on Glenn and Stephen Nussdorf. That is, what could he
and
his brother do with the approval of the Board for such purchases
that
they could not have done without it?

10. Refer to the third from the last paragraph in this section.
Describe the other matters the Board discussed at the January 4,
2007
meeting during which it met to consider Mr. Nussdorf`s consent
solicitation.

11. We note that at the January 4, 2007 meeting, the Board also
approved the repurchase by the Company of 10,000,000 outstanding
common shares. Describe the anticipated timing of these
repurchases,
how they will be affected, and any potential impact on the consent
revocation solicitation.

Participants in the Company`s Solicitation, page 6
12. As you know, Item 5 of Schedule 14A requires you to describe
the
interests of all participants (as defined in Instruction 3 to Item
4)
in this solicitation. Add a section discussing and quantifying
where
possible each participant`s interest in this matter. As to those
participants and Parlux affiliates who may receive change in
control
and other payments if Mr. Nussdorf`s solicitation is successful,
please quantify the cash and in kind payments each would receive.

13. Refer to our last comment above. We understand from the
disclosure in Mr. Nussdorf`s proxy materials that Mr. Lekach and
his
wife owe a debt to Mr. Nussdorf`s brother Stephen Nussdorf.
However,
we do not see a discussion of this in your consent revocation
statement. Please include it in the new section added in response
to
our comment above.

Professional Advisors, page 6
14. Provide all of the disclosure required by Item 4(b)(3) of
Schedule 14A as to Joele Frank, Wilkinson Brimmer Katcher. Your
revised disclosure should include a discussion of the activities
the
public relations firm will perform in connection with this consent
revocation solicitation.

15. Please confirm your understanding that all written scripts to
be
used by proxy solicitors or others engaged to solicit revocations
must be filed as proxy materials.

Annex A Certain Information Regarding Participants
16. Provide the explanatory disclosure contained in Item 4 of the
Schedule 13D/A filed by Ilia Lekach on January 12, 2007 in the
footnote to this table of transactions in the Company`s common
stock
during the last two years.

DEF14A filed January 16, 2007

17. Rule 14a-9 of Regulation 14A prohibits "[m]aterial which
directly
impugns character, integrity or personal reputation..."  We
believe
the allegations that Mr. Nussdorf is attempting to "steal" control
of
Parlux without payment implicates Rule 14a-9. Avoid making such
aspersions in future soliciting materials, including in the
revised
consent solicitation statement.

Closing Comments

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed voting decision.  Since the filing persons are in
possession
of all facts relating to the relevant disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.


In connection with responding to our comments, please provide, in
writing, a statement from the Company acknowledging that:

* it is responsible for the adequacy and accuracy of the
disclosure
in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please amend your filings in response to these comments.  You may
wish to provide us with black-lined copies of the revised consent
revocation 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


James J. Moloney, Esq.
January 18, 2007
Page 1



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

         DIVISION OF
CORPORATION FINANCE