SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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 26, 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 5

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 5

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 5

This Amendment No. 2 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, as amended September 26, 2006, by Glenn H. Nussdorf and Lillian Ruth Nussdorf (collectively the “Nussdorfs” and the "Form 13D").

Item 7 of the Schedule 13D is being amended in its entirety to replace an incorrect version of a letter sent from Mr. Nussdorf to the Issuer’s Board of Directors on September 26, 2006, with the correct and final version, a copy of such correct and final letter is attached hereto as Exhibit 1.

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 5 of 5

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 27, 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

Glenn H. Nussdorf

2060 9^th Avenue

Ronkonkoma, N.Y. 11779

September 26, 2006

VIA FACSIMILE AND

OVERNIGHT DELIVERY

Members of the Board of Directors

Parlux Fragrances, Inc.

3725 S.W. 30^th Avenue

Ft. Lauderdale, FL 33312

Dear Board Members:

As you know, Lillian Ruth Nussdorf and I are major shareholders of Parlux Fragrances, Inc. (“Parlux” or the “Company”) holding, at present, approximately 10.5% of the outstanding shares of the Company. As indicated in our Schedule 13D filing, we 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 we are actively considering these actions in the foreseeable future, we 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. Based on the financial information that Victory has made available to the industry through credit reporting agencies, its sales, profits and net worth 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. In this connection, since Victory does not appear to have the means to fund this obligation, it is likely that it will have to manufacture inordinately large quantities of the Perry Ellis line and sell these quantities into mass and discount markets, and possibly to other wholesalers domestically and internationally, in order to fund this obligation. Such overproduction and non-department and specialty store sales will erode the value of the brand and strain relationships with the licensor, thereby resulting in a much less valuable asset coming back to Parlux in the event that Victory fails to meet its payment obligations to Parlux.

2. It is highly unlikely that the licensor of the Perry Ellis trademark would give their consent to a transaction such as this, especially since the proposed sale is to a non-affiliate and it constitutes, in effect, the sale of the entire Perry Ellis fragrance brand. Moreover, even if consent were to be contemplated, it is likely the licensor would demand a significant price for it, which would reduce the economic value of this transaction to the Company.

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.

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. (Skadden, Arps, Slate, Meagher & Flom LLP)

Geoffrey Etherington, Esq. (Edwards Angell Palmer & Dodge, LLP)