SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

PARLUX FRAGRANCES, INC.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of class of securities)

0000802356

(CUSIP Number)

Geoffrey Etherington, Esq.

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, NY 10022

(212) 912-2740

(Name, Address, and Telephone Number of person

authorized to receive notices and communications)

September 7, 2006

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box: [__].

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 0000802356

Schedule 13D

Page 2 of 6

1. Name of Reporting Person / I.R.S. Identification No. of Above Person

Glenn H. Nussdorf

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

United States citizen

Number of

Sole Voting Power

1,662,629

Beneficially

Owned By

Shared Voting Power

250,000

Each

Reporting

Person With

Sole Dispositive Power

1,662,629

10.

Shared Dispositive Power

250,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,912,629

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13. Percent of Class Represented by Amount in Row (11)

10.5%

14. Type of Reporting Person

CUSIP No. 0000802356

Schedule 13D

Page 3 of 6

1. Name of Reporting Person / I.R.S. Identification No. of Above Person

Lillian Ruth Nussdorf

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

United States citizen

Number of

Sole Voting Power

Beneficially

Owned By

Shared Voting Power

250,000

Each

Reporting

Person With

Sole Dispositive Power

10.

Shared Dispositive Power

250,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person

250,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13. Percent of Class Represented by Amount in Row (11)

1.38%

14. Type of Reporting Person

CUSIP No. 0000802356

Schedule 13D

Page 4 of 6

This Amendment No. 1 to Schedule 13D relates to the Common Stock, par value $0.01 per share, of Parlux Fragrances, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 3725 S.W. 30^th Avenue, Ft. Lauderdale , Florida 33312.

This Amendment relates to the Schedule 13D originally filed September 7, 2006 by Glenn H. Nussdorf and Lillian Ruth Nussdorf (collectively the “Nussdorfs” and the "Form 13D").

Item 3 of the Schedule 13D is being amended to indicate the aggregate purchase price paid by the Nussdorf’s for Common Stock of the Issuer.

Item 4 of the Schedule 13D is being supplemented to indicate that Mr. Nussdorf has sent a letter to the Board of Directors of the Issuer relating to the proposed sale of certain assets of the Issuer.

Item 5 of the Schedule 13D is being amended to reflect changes in Mr. Nussdorf’s beneficial ownership of the Issuer’s Common Stock since the filing of the Form 13D and as of the date hereof.

Item 7 of the Schedule 13D is being amended to incorporate a letter sent from Mr. Nussdorf to the Issuer’s Board of Directors on September 26, 2006, a copy of the letter is attached hereto as Exhibit 1.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended as follows:

The shares acquired by Mr. Nussdorf since the Form 13D was filed were acquired with personal funds for an aggregate purchase price of $1,263,217.19.

Item 4. Purpose of the Transaction

Item 4 is hereby supplemented as follows:

On September 26, 2006, Mr. Nussdorf sent a letter to the Board of Directors of the Issuer indicating his position that the proposed sale of the Issuer’s Perry Ellis license to Victory International (USA) LLC is (i) not in the best interests of the Issuer and (ii) is such a significant sale of assets that shareholder approval may be required.

CUSIP No. 0000802356

Schedule 13D

Page 5 of 6

Item 5. Interest in Securities of the Issuer

Item 5(c) is hereby supplemented as follows:

Since the filing of the Form 13D, Mr. Nussdorf effected the following transactions in Issuer's common stock:

Date	# of Shares	Price per share	Nature of Transaction

September 7, 2006	10,000	$5.95	Open market purchase
September 7, 2006	1,700	$6.12	Open market purchase
September 7, 2006	8,239	$6.13	Open market purchase
September 7, 2006	5,542	$6.14	Open market purchase
September 7, 2006	100	$6.145	Open market purchase
September 7, 2006	1,200	$6.15	Open market purchase
September 7, 2006	200	$6.20	Open market purchase
September 7, 2006	395	$6.24	Open market purchase
September 7, 2006	200	$6.25	Open market purchase
September 7, 2006	500	$6.26	Open market purchase
September 7, 2006	500	$6.27	Open market purchase
September 7, 2006	4,868	$6.28	Open market purchase
September 7, 2006	3,700	$6.29	Open market purchase
September 7, 2006	2,752	$6.30	Open market purchase
September 7, 2006	100	$6.32	Open market purchase
September 7, 2006	500	$6.33	Open market purchase
September 7, 2006	7,939	$6.34	Open market purchase
September 7, 2006	543	$6.35	Open market purchase
September 7, 2006	3,300	$6.37	Open market purchase
September 7, 2006	1,700	$6.38	Open market purchase
September 7, 2006	7,345	$6.39	Open market purchase
September 7, 2006	2,750	$6.40	Open market purchase
September 7, 2006	2,200	$6.41	Open market purchase
September 7, 2006	1,800	$6.42	Open market purchase
September 7, 2006	3,032	$6.43	Open market purchase
September 7, 2006	2,300	$6.44	Open market purchase
September 7, 2006	500	$6.45	Open market purchase
September 7, 2006	1,000	$6.46	Open market purchase
September 7, 2006	100	$6.48	Open market purchase
September 7, 2006	10,664	$6.49	Open market purchase
September 7, 2006	32	$6.28	Open market purchase
September 7, 2006	1,200	$6.45	Open market purchase
September 7, 2006	2,900	$6.46	Open market purchase
September 7, 2006	1,700	$6.48	Open market purchase
September 7, 2006	900	$6.47	Open market purchase
September 7, 2006	3,300	$6.23	Open market purchase
September 7, 2006	800	$6.24	Open market purchase
September 7, 2006	900	$6.25	Open market purchase
September 7, 2006	34,957	$6.35	Open market purchase
September 7, 2006	100	$6.36	Open market purchase
September 7, 2006	2,400	$6.33	Open market purchase
September 7, 2006	100	$6.32	Open market purchase
September 7, 2006	100	$6.34	Open market purchase
September 7, 2006	40,000	$6.35	Open market purchase
September 7, 2006	24,933	$6.30	Open market purchase
Total	200,000

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended as follows:

Exhibit 1. Letter from Glenn H. Nussdorf to the Issuer’s Board of Directors dated September 26, 2006.

CUSIP No. 0000802356

Schedule 13D

Page 6 of 6

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

Date: September 26, 2006

			s/ Alfred R. Paliani, attorney-in-fact
				Glenn H. Nussdorf
				By: Alfred R. Paliani, attorney-in-fact




			s/ Lillian Ruth Nussdorf
				Lillian Ruth Nussdorf

September 26, 2006

Members of the Board of Directors

Parlux Fragrances, Inc.

3725 S.W. 30^th Avenue

Ft. Lauderdale, FL 33312

Gentlemen:

As you know, Lillian Ruth Nussdorf and I are major shareholders of Parlux Fragrances, Inc. (“Parlux” or the “Company”) holding, at present, approximately __% of the outstanding shares of the Company. As indicated our Schedule 13D filing, I may seek to influence or serve on the Board of Directors of the Company or designate nominees for election to the Board. In view of the fact that I am actively considering these actions in the foreseeable future, I strongly urge the Board to act in a fully informed and deliberate manner and not take any action that is inconsistent with the interests of the Company's stockholders.

In its Form 8-K filing and August 16^th press release, the Company announced that it has “entered into a letter of intent to sell its Perry Ellis fragrance rights to Victory International (USA) LLC (“Victory”) for a total of up to $140 million: $120 million for the fragrance rights and up to $20 million for inventory”. In my view, this proposed transaction is contrary to the best interests of the Company and its stockholders for several reasons:

1. I have investigated the available information regarding Victory’s financial wherewithal to consummate a transaction of this nature and to perform its obligations thereunder. As described in the Company’s press release, this transaction would require Victory to pay $20 million at the outset and then make subsequent payments totaling $24 million per year (in $2 million monthly installments) for the next five years. I have set forth below the financial information that Victory has reported to Dun & Bradstreet:

	Sales	Net Profits	Net Worth
12/31/05	$25,999,000	$ 121,000	$775,000
12/31/04	$23,326,000	$ 175,000	$654,000
12/31/03	$22,630,000	$2,361,000	$477,000

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These numbers, on their face, do not appear to support such a payment obligation, even with the additional income generated from the sale of Perry Ellis fragrances. Moreover, there is no indication in the Company’s disclosures as to whether Victory has obtained the financing necessary to fund its obligations to the Company. It is likely that this transaction would transfer a significant and valuable asset of the Company without adequate assurances that its value would be realized, potentially resulting in a tie-up of the Perry Ellis brand while the Company attempts to retrieve the brand from Victory in the event of a failure by Victory to perform its financial obligations to the Company.

2. I have asked my regular attorneys, Edwards Angell Palmer & Dodge LLP, to review the Perry Ellis license, which is publicly available, and based on their [preliminary] review, I believe that the license does not permit a transaction of this nature without the consent of the licensor – who are the owners of the Perry Ellis trademark. Indeed, given that the proposed sale is to a non-affiliate and it constitutes, in effect, the sale of the Perry Ellis brand, it is questionable whether such consent would be given or whether any significant cost would be incurred by the Company to obtain such consent.

3. The proposed transaction constitutes a sale of the Company’s principal asset, since sales of the Perry Ellis line over the past several fiscal years have ranged from 81% to 41% of the Company’s total sales. In view of the significant contribution to sales [and profitability] of the Perry Ellis asset, I believe that its sale might well require approval of the Company's stockholders under Delaware General Corporation Law Section 271, which requires that stockholders vote on and approve a sale of all or substantially all of a company's property and assets. In any event, in view of our stated intentions, [as well as the views of other large stockholders with whom we have spoken], it is contrary to the best interests of the Company, and also contravenes principles of responsible management and good corporate governance, to proceed hastily with a transaction which could adversely impact stockholder value and expose the Company to a myriad of issues and problems.

We have retained as special counsel the firm of Skadden, Arps, Slate, Meagher & Flom LLP to advise us in connection with our investment in the Company and our available options relating thereto. I again urge the Board to proceed prudently, deliberately and in accordance with law in considering the proposed transaction. If the Board or management take any action that is detrimental to the Company or inconsistent with the best of interests of stockholders, we intend to take all actions necessary to hold each director or executive officer accountable and personally liable.

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In view of the urgency of this matter, we are available to meet with members of the Board immediately and would like to do so as soon as possible, wherever and whenever is most convenient for the members of the Board.

I look forward to hearing from you promptly.

	Very truly yours,

	s/ Glenn H. Nussdorf
	Glenn H. Nussdorf

cc:	Daniel E. Stoller, Esq.

Geoffrey Etherington, Esq.

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