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


     DIVISION OF
CORPORATION FINANCE




                                                               August 24, 2018

  Via E-mail

  Kelley D. Parker, Esq.
  Paul, Weiss, Rifkind, Wharton & Garrison LLP
  1285 Avenue of the Americas
  New York, NY 10019

          Re:     Perry Ellis International, Inc.
                  Amended Schedule 13E-3
                  Filed August 20, 2018 by Perry Ellis International Inc. et
al.
                  File No. 005-48707

                  Revised Preliminary Proxy on Schedule 14A
                  Filed August 20, 2018
                  File No. 000-21764

  Dear Ms. Parker:

          We have reviewed the above-referenced filings and have the following
comments.

  Amended Schedule 13E-3

  1.      We note that you have requested confidential treatment for Exhibit
(c)(10). We will
          provide comments on your request separately.

  Revised Preliminary Proxy Statement

  Background of the Merger, page 18

  2.      We note your response to prior comment 2 and the AlixPartners'
presentation filed as
          Exhibit (c)(10). Please revise to summarize briefly AlixPartners'
          findings/recommendations concerning management's strategic plan and
planning
          processes.

  3.      With reference to your October 24, 2017 entry, please revise to
clarify whether the
          Special Committee's review of Mr. Oscar Feldenkreis' role as Chief
Executive Officer
          has continued throughout the sale process and whether the
AlixPartners' April 2018
          report constituted part of the Special Committee's review of his
role. In addition, revise
          the "Background of the Merger" section to discuss any material
developments or
 Kelley D. Parker, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
August 24, 2018
Page 2

      determinations made by the Special Committee's concerning this subject
matter,
      including, as applicable, any determinations made following receipt of
AlixPartners'
      April report.

4.    We note your updated disclosures concerning the Special Committee's
recent assessment
      of Randa's interest in bidding for the Company and the important role
that your largest
      in-bound licensor played in the Special Committee's August 14, 2018
determination that
      the Randa proposal was no longer reasonably likely to lead to a Superior
Proposal.
      Accordingly, please supplementally provide us a copy of the licensor's
August 10, 2018
      written communication. With reference to your July 29 and August 10
entries, revise to
      clarify Oscar Feldenkreis's basis for believing that the licensor would
not consent to a
      transaction with Randa and also indicate whether Oscar Feldenkreis
conducted his
      scheduled mid-August meeting with the licensor. Revise to disclose any
discussions
      between any Filing Persons and the licensor concerning the 13E-3
transaction, including
      any discussions concerning the licensor's willingness to waive or not
waive the change of
      control provision for management's 13E-3 transaction or for any proposals
presented by
      third parties, such as Randa.

5.    On a related note, your disclosure of the Olshan August 7th letter refers
to preventing
      "further defections." With a view toward revised disclosure, please tell
us how many
      employees left the company as a result of the negotiations of the
transactions and whether
      they were part of company management.

6.    We refer to the August 14, 2018 entry and your disclosure that the
Special Committee
      based its decision to end consideration of the Randa Proposal on a
determination that the
      licensor would not waive the precondition irrespective of "any action"
taken by the
      Feldenkreises. Please revise to clarify whether "any action" includes the
Feldenkreises
      supporting the Randa Proposal and assisting the company in obtaining the
required
      consent. In this regard, your disclosure should indicate whether the
Special Committee's
      determination was based, if true, on any unwillingness of the
Feldenkreises to support the
      Randa Proposal and to assist in seeking the licensor's consent for that
proposal.

Recommendation of the Special Committee..., page 49

7.    We reissue prior comment 5. With reference to Regulation M-A, Item
1014(a), please
      revise to state whether the company and all filing persons believe that
the Rule 13e-3
      transaction is fair or unfair to unaffiliated security holders. In doing
so, please provide
      this statement or statements as of the date of the proxy statement (i.e.,
taking into account
      all events subsequent to the execution of the merger agreement). In this
regard, your
      current disclosure suggests that the Special Committee and Board
determinations were
      rendered as of June 15, 2018 and therefore may not take into account
recent
      developments, including Randa's proposal to acquire the company at a
higher price
      ($28.90) with the assistance of company affiliates. We also continue to
believe that your
      disclosure, as presented, needlessly creates uncertainty that the Special
Committee and
 Kelley D. Parker, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
August 24, 2018
Page 3

       Board determinations were not specific to the unaffiliated shareholders
apart from other
       shareholders. Accordingly, please revise to provide the disclosure as it
is required in
       Item 1014(a). Please make a corresponding revision to the fourth bullet
point on page 68,
       as necessary.

       Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3619
if you have
any questions regarding our comments.


                                                           Sincerely,

                                                           /s/ Daniel F.
Duchovny
                                                           Daniel F. Duchovny
                                                           Special Counsel
                                                           Office of Mergers &
Acquisitions