SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARINA OSCAR E

(Last)

(First)

(Middle)

C/O ELIZABETH ARDEN, INC.

2400 SW 145 AVENUE, 2ND FLOOR

(Street)

MIRAMAR

33027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELIZABETH ARDEN INC [ RDEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel & Secty.

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 Par Value	08/18/2006		S⁽¹⁾		574⁽¹⁾	D	$15.41	48,796	D
Common Stock, $.01 Par Value	08/21/2006		A		4,200⁽²⁾	A	$0	52,996	D
Common Stock, $.01 Par Value	08/21/2006		A		4,200⁽³⁾	A	$0	57,196	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽⁴⁾	$15	08/21/2006		A		18,000		⁽⁴⁾	08/21/2016	Common Stock	18,000	$0	0	D

Explanation of Responses:

1. Shares sold to cover tax withholding obligations of restricted stock that vested on August 18, 2006.

2. Performance-based restricted stock ("PBRS") awarded August 21, 2006, pursuant to the Issuer's 2004 Stock Incentive Plan. The PBRS will vest in full on the second business day following the release of the Issuer's fiscal year 2009 financial results but only if the Reporting Person is still employed with the Issuer at the time of vesting and the Issuer achieves certain earnings targets over the fiscal years that comprise the vesting measurement periods.

3. Service-based restricted stock ("SBRS") awarded August 21, 2006, pursuant to the Issuer's 2004 Stock Incentive Plan. The SBRS will vest in equal thirds over a three-year period on a date that is two business days following the release of the Issuer's financial results for the fiscal years ending June 30, 2007, 2008 and 2009 but only if the Reporting Person is still employed with the Issuer at the time of vesting.

4. Stock option granted pursuant to the Issuer's 2004 Stock Incentive Plan, exercisable in equal thirds over a three-year period on a date that is two business days following the release of the Issuer's financial results for the fiscal years ending June 30, 2007, 2008 and 2009 but only if the Reporting Person is still employed with the Issuer at the time of vesting.

	OSCAR E. MARINA	08/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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