December 28, 2006


Via Facsimile 917-777-3360 and U.S. Mail

Daniel E. Stoller
Skadden, Arps, Slate, Meagher & Flom
Four Times Square
New York, New York 10036

Re:	Parlux Fragrances, Inc.
PREN14A filed on December 22, 2006 by Glenn Nussdorf
DFAN14A filed on December 27, 2006 by Glenn Nussdorf
DFAN14A filed November 21, 2006 by Glenn Nussdorf
SEC File No. 0-15491

Schedule 13D filed on September 7, 2006, as amended
SEC File No. 5-38657

Dear Mr. Stoller:

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 filing.  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.

All defined terms used in this letter have the same meaning as in
the
proxy statement, unless otherwise indicated. All page references
refer to the courtesy copy of the consent solicitation statement
you
provided. 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.

PREN14A filed December 22, 2006 - General

1. Item 5 of Schedule 14A requires you to describe the interests
of
all participants in this solicitation, whether by share ownership
or
otherwise. Please expand the consent statement to describe all
possible interests of the participants in this solicitation not
shared in common with all other shareholders. For example, we note
that the participants own companies engaged in business
relationships
with the Company and that may also be its competitors. In
addition,
we note that Mr. Nussbaum has made an offer to acquire the
Company,
and has stated that he is currently evaluating another possible
acquisition proposal. In addition, Stephen Nussbaum is currently
owed
a significant sum of money by the current CEO of the Company, and
that loan is currently in default. Add an appropriately titled
section of the consent solicitation outlining clearly and in
reasonable detail in a single place in the consent statement each
participant`s interest in this solicitation. This section should
also
address (as applicable) Model`s proposal to be acquired by ECMV.

Cover Page

2. List the names of all participants in the consent solicitation
on
the cover page, where Glenn Nussbaum is currently identified. To
the
extent that participants are entities affiliated with other named
participants, describe the nature of the affiliation. To the
extent
that participants are affiliated with the Company or its
affiliates,
describe the nature of these relationships as well.

3. You state here that neither proposal is conditioned on the
other;
however, in the same paragraph on the cover page you disclose that
Proposal 2 cannot be effected unless Proposal 1 is adopted.
Doesn`t
this mean that Proposal 2 is effectively conditioned on the
adoption
of Proposal 1? Please revise or advise.

4. Where you present the percentage of shares owned by Glenn
Nussdorf, list the percentage owned by all of the other
participants
in the solicitation as well.

Proposal 2. Election of Nominees, page 3

5. In the second paragraph of this section, where you disclose
that
Mr. Nussdorf and Mr. Katz would not be independent directors
within
the meaning of NASDAQ listing standards if they are elected to the
Company`s board, expand to explain why and to discuss the
implications for the Company.

Background and Reasons for the Consent Solicitation, page 5

6. Revise the first paragraph of this section to make clear that
the
Nussdorfs, as the owners of QKD, made an offer to acquire the
Company
in May 2003 but were unable to consummate the acquisition.

7. Refer to the last comment above. Since Mr. Nussbaum`s offer was
made in collaboration with current Company CEO Ilia Lekach, whom
you
now seek to remove from the Board, clarify this apparent change of
heart with respect to Mr. Lekach`s ability to effectively manage
the
Company. That is, why have you changed your mind about Mr.
Lekach`s
abilities? Fully describe any intervening events or disputes
between
the parties between the date of the collaborative offer in May
2003
and this consent solicitation.

8. See comment 2 above. Clarify whether Mr. Lekach is currently an
affiliate of ECMV.

9. Expand to discuss any further past dealings between the
participants in this solicitation, including Mr. Nussdorf, and
existing affiliates of the Company, including Mr. Lekach.

10. Refer to the disclosure in the fourth paragraph of this
section.
Clarify why Glenn and Stephen Nussdorf sought the Board`s approval
to
purchase in excess of fifteen percent of the Company`s outstanding
stock, since they have apparently not purchased shares above that
threshold. In addition, discuss why the consent of the Board was
needed, and the effect of its receipt.

11. See the comments 9 and 10 above. It appears from the Board`s
approval of the purchases contemplated by Messrs. Glenn and
Stephen
Nussdorf that these two men previously enjoyed a friendly
relationship with the Company`s current Board. It is critical that
shareholders understand the full history of the dealings between
the
Company and the participants in this solicitation, including the
events that led to the current situation. Please revise the
consent
solicitation generally to "flesh out" the narrative history of the
interactions between the parties. Explain the interrelationship
between events where not apparent from context.

Letter to the Board dated September 26, 2006, page 6

12. In this letter, Mr. Nussbaum states that he has spoken with
"other large shareholders" of the Company, and that such
shareholders
share his view that the proposed sale of the Perry Ellis fragrance
rights to Victory International (USA) would be a mistake. Provide
the
following details about Mr. Nussbaum`s contacts with other
shareholders:

(i)	the identities of the shareholders with whom you have had
contacts;
(ii) the context of these communications and when they occurred;
and
(iii) the substance of the relevant communications, including but
not
limited to any communications relating to this consent
solicitation.

13. See our last comment above. In your response letter, analyze
whether such contacts with major shareholders of the Company
constituted "solicitations" within the meaning of Rule 14a-1(l) of
Regulation 14A. If you believe such communications were
solicitations, identify the exemption or exception from the proxy
rules upon which Mr. Nussbaum relied in order to conduct such
discussions without making filings under the proxy rules.

14. Refer to the disclosure in the last full paragraph on page 7.
Expand to summarize in greater detail the discussions between Mr.
Nussbaum and his representatives, and management of the Company,
its
Board and "other stockholders." With respect to the last group,
provide the information requested in comment 12 above. To the
extent
that any of the material terms of a potential acquisition proposal
were discussed, including price per share, deal structure, etc.,
please disclose.

15. Provide additional details concerning Mr. Nussbaum`s
intentions
with respect to an acquisition of the Company if this solicitation
is
successful. We note your disclosure that no final decision has
been
made. However, outline the factors on which Mr. Nussbaum would
make
such a decision (please be specific) and why he might seek to
acquire
the Company through a share acquisition if he already controlled
its
Board.

16. Refer to the first bullet point on page 9. Explain why the
sale
of the Company`s products outside of the United States and the
possible "flow back" of such products into the United States, is
viewed as a negative from your perspective. In addition, briefly
explain the basis for your belief that this may be happening.

17. To the extent known, disclose which nominees you intend to
place
on the newly-constituted Compensation Committee of the Board, to
the
extent they are elected in this consent solicitation.

18. Refer to the fourth bullet point on page 10. There you
reference
"more than one occasion" when the Company was threatened with
delisting by the Nasdaq Stock Market. However, the disclosure in
the
consent solicitation statement details only one such occasion.
Please
provide general details about the others, including when they
occurred and why.

19. If available to you, please provide on a supplemental basis
copies of the pleadings in the lawsuit you cite in the fifth
bullet
point on page 10. If they have ever been filed with any of the
Company`s periodic reports, please cite us to the appropriate
report.

Certain Employment and Other Agreements, page 11

20. For each identified individual with whom the Company has an
employment agreement with a severance provision, provide the
approximate amount of cash and the approximate number of stock
options/warrants which would be owed to such individual if your
nominees are elected to the Board.


Certain Information Concerning Related Persons and Transactions,
page
14

21. Indicate whether there is any security (other than the
guarantee
by Deborah Lekach) for the $3,500,000 loan made by Stephen
Nussbaum
to Ilia Lekach. If so, please describe, particularly where such
assets are in any way related to the Company or its shares.

Consent Procedures, page 15

22. Disclose how shareholders will be notified of the Record Date
once it has been set by the Company.

23. Here or in "Special Instructions" on page 16, explain the
effect
of a vote to abstain in the context of a consent solicitation.

Forward-Looking Statements, page 17

24. You state that the consent solicitation contains forward-
looking
statements within the meaning of Section 21E of the Exchange Act
and
Section 27A of the Securities Act, as amended. However, both
Section
21E and 27A extend the safe harbor protections for forward-looking
statements only to (i) an issuer reporting under Section 13(a) or
15(d) of the Exchange Act; or (ii) a person acting on behalf such
an
issuer. Since the participants in this solicitation are neither,
revise the first sentence in this section to clarify your
reference
to the provisions of the Private Securities Litigation Reform Act.

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 each participant in this solicitation
acknowledging that:

* such participant 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



* such participant 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
solicitation 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
Daniel E. Stoller, Esq.
December 28, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE