10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-21764

PERRY ELLIS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	59-1162998
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3000 N.W. 107 Avenue Miami, Florida	33172
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 592-2830

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer   ¨     Accelerated filer  x     Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s common stock is 9,616,655 (as of June 6, 2006).

PERRY ELLIS INTERNATIONAL, INC.

Explanatory Note

Perry Ellis International (“We”, the “Company”), is filing this Amendment No. 1 on Form 10-Q/A with respect to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 2006, previously filed with the Securities and Exchange Commission on June 9, 2006 (the “Original Filing”). The Company hereby amends the language in Item 4, Controls and Procedures, to clarify that its disclosure controls and internal controls were effective as of April 30, 2006 and Item 6 to correct certain language in the certifications filed previously as Exhibits 31.1 and 31.2 to the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 4 and Item 6, as amended, is set forth below. The remainder of the Original Filing is unchanged and is not reproduced in this Amendment No. 1 on Form 10-Q/A. This Amendment No. 1 on Form 10-Q/A speaks as of the filing date of the Original Filing and reflects only the changes discussed above. No other information included in the Original Filing, including the Company’s financial statements and the footnotes thereto, has been modified or updated in any way.

Table of Contents

INDEX

	PAGE
PART I: FINANCIAL INFORMATION
Item 1:
Condensed Consolidated Balance Sheets (Unaudited) as of April 30, 2006 and January 31, 2006	*	*
Condensed Consolidated Statements of Income (Unaudited) for the three months ended April 30, 2006 and 2005	*	*
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended April 30, 2006 and 2005	*	*
Notes to Unaudited Condensed Consolidated Financial Statements	*	*
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations	*	*
Item 3:
Quantitative and Qualitative Disclosures About Market Risk	*	*
Item 4:
Controls and Procedures	3
PART II: OTHER INFORMATION	3
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds	*	*
Item 6:
Exhibits	3

** Not included in this Amendment No. 1. Information responsive to the item is contained in the Original Filing.

2

Item 4: Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that both our disclosure controls and procedures and our internal controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and that information required to be disclosed by us in these periodic filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 6. Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1	Certification of Chief Executive Officer pursuant to Section 1350. **
32.2	Certification of Chief Financial Officer pursuant to Section 1350. **

** Not included in this Amendment No. 1. Information responsive to the item is contained in the Original Filing.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Perry Ellis International, Inc.
Date: September 18, 2006	By:	/S/ GEORGE PITA
		George Pita, Chief Financial Officer

4

Exhibit Index

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

5

EX-31.1

Exhibit 31.1

Certification

I, George Feldenkreis, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Perry Ellis International, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Accounting Principles Generally Accepted in the United States of America;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 18, 2006

	/S/ GEORGE FELDENKREIS
Name:	George Feldenkreis
Title:	Chairman and Chief Executive Officer
	(Chief Executive Officer)

EX-31.2

Exhibit 31.2

Certification

I, George Pita, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Perry Ellis International, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Accounting Principles Generally Accepted in the United States of America;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s forth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 18, 2006

	/S/ GEORGE PITA
Name:	George Pita
Title:	Chief Financial Officer
	(Chief Financial Officer)

CORRESP

SUITE 500 ONE NORTH CLEMATIS STREET WEST PALM BEACH, FLORIDA 33401 TELEPHONE (561) 832-3300 FACSIMILE (561) 655-1109 www.broadandcassel.com

September 18, 2006

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    James A. Allegretto

Re: Perry Ellis International, Inc. Form 10-K for Fiscal Year Ended January 31, 2006 Form 10-Q for Fiscal Quarter Ended April 30, 2006 File No. 0-21764

Dear Mr. Allegretto:

On behalf of Perry Ellis International, Inc., a Florida corporation (“Perry Ellis”), we are submitting in response to the comment letter dated August 29, 2006 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Comment Letter”) this letter and the accompanying Form 10-Q/A for the fiscal quarter ended April 30, 2006 (the “Form 10-Q/A”). This letter sets forth the responses to each of the Staff’s comments in the Comment Letter, and when appropriate, identifies the location of the changes or additions made.

The headings and numbered paragraphs of this response letter correspond to the headings and paragraphs in the Comment Letter. Capitalized terms used but not defined in this letter have the meanings as set forth in the Form 10-Q/A.

Form 10-K for the Fiscal Year Ended January 31, 2006

Selected Financial Data, page 21

1. Perry Ellis uses the non-GAAP financial measure, EBITDA, primarily as a measure of its operating performance. Management believes that EBITDA is a measure commonly reported and widely used by investors and other interested parties to understand Perry Ellis’ operating performance and compare its performance to that of other companies in its industry. Although Perry Ellis has, in the past, stated that it also believes EBITDA provides some indication of its ability to satisfy its debt obligations, Perry Ellis continues to believe that EBITDA is primarily a measure of its operating performance, and as such, Perry Ellis does not plan to mention that EBITDA provides some indication of its ability to satisfy its debt obligations in its

BOCA RATON • DESTIN • FT. LAUDERDALE • MIAMI • ORLANDO • TALLAHASSEE • TAMPA • WEST PALM BEACH

U.S. Securities and Exchange Commission

Division of Corporation Finance

September 18, 2006

Page 2

future filings. Accordingly, Perry Ellis believes that net income is the closest GAAP measure to its use of EBITDA, and respectfully requests the Staff to withdraw this comment given Perry Ellis’ future intended use of this non-GAAP performance measure.

Exhibits 31.1 and 31.2

2. Perry Ellis hereby confirms that, in future filings it will eliminate reference to the titles of its principal executive and principal financial officers in the introductory paragraph of the certifications to conform to the format provided in Item 601(b)(31) in Regulation S-K. In addition, Perry Ellis confirms that the inclusion of the titles of its Chief Executive Officer and Chief Financial Officer was not intended to limit the capacity in which such individuals provided the certifications.

Form 10-Q for the Quarterly Period Ended April 30, 2006

Controls and Proceedings, page 23

3. In accordance with the Staff’s comment, Perry Ellis has revised the Form 10-Q/A. Please refer to page 3 of the Form 10-Q/A.

Exhibits 31.1 and 31.2

4. In accordance with the Staff’s comment, Perry Ellis has revised the Form 10-Q/A. Please refer to Exhibits 31.1 and 31.2 of the Form 10-Q/A.

As requested by the Staff, Perry Ellis acknowledges that: (i) it is responsible for the adequacy and the accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to its filings; and (iii) Perry Ellis 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.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September 18, 2006

Page 3

We trust that the Form 10-Q/A and this response letter satisfactorily respond to the Comment Letter. If there are any questions, please call Kathleen Deutsch at 561-366-5320. Your assistance in this matter is appreciated.

Very truly yours,

BROAD AND CASSEL

/s/ KATHLEEN L. DEUTSCH

Kathleen L. Deutsch, P.A.

cc:	George Feldenkreis
	George Pita