January 23, 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.
PRRN14A filed January 22, 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 revised consent revocation statement 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 revised materials, unless otherwise indicated. All page
references refer to the courtesy copy of the consent revocation
statement you provided supplementally. Note that you should comply
with these comments, to the extent applicable, in any future
soliciting materials.

General

1. Refer to comment 1 in our prior comment letter dated January
18,
2007. We note that you have made revisions in several places in
the
revised consent revocation statement in response to our prior
comment; however, only on page 1 of the revised materials do you
specifically note that Mr. Nussdorf and his nominees will have
fiduciary duties to all Parlux shareholders if elected to the
Board.
In other parts of the revocation statement, you refer generally to
undefined "fiduciary duties imposed by Delaware law" without
specifying to whom such duties would be owed.  Please revise
generally to substitute the more specific language used on current
page 1, which makes clear the fiduciary duties to all shareholders
that state law would impose were Mr. Nussdorf and his nominees
elected to the Board.

Cover Page, page i

2. Refer to comment 5 in our prior comment letter. We were asking
you
to identify the participants in this revocation solicitation on
the
first page of the materials to be sent to shareholders (page i).
Please revise.

3. You refer to Mr. Nussdorf`s investment in the Company as
"modest."
However, it appears that the value of the shares he holds in the
Company is substantial (over $12 million based on recent share
prices) and his investment in the Company appears to far exceed
the
total value of all shares held by current officers and directors
of
the Company. Where you describe his investment in the Company,
quantify its value or otherwise clarify why you characterize it as
"modest".

Nussdorf is attempting to take control of your Company without
paying
any control premium, page 1

4. Refer to comment 6 in our prior comment letter, and the revised
disclosure on page i and 1 added in response to that comment. Your
assertion that if Mr. Nussdorf makes an acquisition proposal to
acquire the Company, it may not be feasible for the Board to
create a
special committee of independent directors "since all but one of
Mr.
Nussdorf`s nominees are his business associates" is unclear.
First,
it appears that two of Mr. Nussdorf`s nominees (Messrs. Mitzman
and
Neil Katz) have no current business relationship with him. As to
nominee Joshua Angel, Nussdorf`s consent revocation statement
quantifies the extent of the fees paid to Mr. Angel by Nussdorf.
Finally, aren`t the Company`s nominees similarly business
associates?
Without some substantiation that Mr. Nussdorf controls or is in an
employer relationship with his nominees, we believe your
characterization is unclear. Please revise generally to support
and
explain your characterization.

Nussdorf`s time and wealth are invested in entities whose
interests
are not necessarily aligned with those of Parlux and its
stockholders, page 2

5. Here and in other places in the revocation statement, you refer
to
QKD as a "direct competitor" of the Company, which you allege will
place Mr. Nussdorf in a conflict of interest position if he is
elected to the Company`s Board. In your response letter, and with
a
view to revised disclosure, tell us why you characterize QKD as a
competitor of the Company.


Background of the Consent Revocation Statement, page 3

6. Refer to the new disclosure at the top of page 4 that you added
in
response to comment 11 in our prior letter. Although you state
that
the common stock buy-back program will not commence until after
the
record date for this consent solicitation, the possible effects of
the buy-back on the consent solicitation have not been explained.
For
example, how will shares repurchased after January 17, 2007 be
treated for purposes of giving or withholding of consents? Will
they
be considered outstanding for purposes of the majority approval
needed to remove the existing Board members? How will the
repurchases
be effected (in open market purchases, privately negotiated
transactions, etc)? How will the repurchases be financed? Please
revise to address.

7. In new disclosure in the second to last sentence of this
section,
you state that on January 16, 2007, Mr. Nussdorf "sent a letter
declining the Board invitation to make an acquisition proposal. To
balance the disclosure about Mr. Nussdorf`s letter, revise to
include
his stated reasons for declining the Board`s invitation.

Participants in the Company`s Solicitation, page 6

8. Comment 12 in our prior comment letter is reissued. Please
quantify the cash and other payments each Parlux affiliate will
receive if Mr. Nussdorf`s solicitation is successful. In addition,
your revised disclosure does not specify that such payments will
be
owed in the event Mr. Nussdorf is successful.

Professional Advisors, page 7

9. Refer to prior comment 14. We agree that the public relations
firm
you have engaged is not a participant under Instruction 3(b)(iii)
to
Item 4 of Schedule 14A. However, Item 4(b)(3) requires disclosure
of
specified information as to persons and entities not themselves
participants but "specially engaged" by participants to solicit.
Please provide the requested disclosure as to the public relations
firm.

Section 16(a) Beneficial Ownership Reporting Compliance, page 12

10. Item 405 of Regulation S-K asks you to disclose whether the
enumerated Company affiliates have timely filed all reports
required
under Section 16(a) of the Exchange Act. Your disclosure here is
not
responsive because it indicates only that there are no unreported
transactions, and does not state whether reports were timely
filed.
Please revise.

Form of Consent Revocation

11. Rule 14a-4(b)(1) mandates that you must provide a box where
shareholders can approve, disapprove or abstain with respect to
the
matters to be acted upon. You have not provided a means for
shareholders to abstain, as required by this Rule. Please revise.
In
addition, revise the body of the consent revocation statement to
describe the effect of an abstention.


Closing Comments

Please amend your proxy materials in response to these comments.
You
may wish to provide us with a black-lined copy of the revised
consent
revocation statement to expedite our review.
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 filing, responses to our comments and any
additional soliciting materials you may file. 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 23, 2007
Page 1



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

         DIVISION OF
CORPORATION FINANCE