SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                            FORM 10-Q


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

         For the Quarterly Period Ended October 25, 2003

                                OR

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

       For the Transition Period From ________ to ________


                  Commission File Number 1-6370


                      ELIZABETH ARDEN, INC.
      (Exact name of registrant as specified in its charter)


               Florida                            59-0914138
      (State of incorporation)      (I.R.S. Employer Identification No.)

      14100 N.W. 60th Avenue, Miami Lakes, Florida      33014
       (Address of principal executive offices)      (Zip Code)

                          (305) 818-8000
       (Registrant's telephone number, including area code)


     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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).        Yes [X]  No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

                                                    Outstanding at
                 Class                             December 5, 2003
      ----------------------------                 ----------------
     Common Stock, $.01 par value                 24,841,273 shares



<PAGE>
                      ELIZABETH ARDEN, INC.

                        INDEX TO FORM 10-Q



PART I   FINANCIAL INFORMATION                                       Page No.
                                                                     --------
Item 1.  Financial Statements

         Unaudited Consolidated Statements of Operations
         Three and Nine Months Ended October 25, 2003 and
         October 26, 2002. . . . . . . . . . . . . . . . . . . . . .     3

         Consolidated Balance Sheets   October 25, 2003
         (Unaudited) and January 31, 2003. . . . . . . . . . . . . .     4

         Unaudited Consolidated Statement of Shareholders' Equity
         Nine Months Ended October 25, 2003. . . . . . . . . . . . .     5

         Unaudited Consolidated Statements of Cash Flow
         Nine Months Ended October 25, 2003 and October 26, 2002 . .     6

         Notes to Unaudited Consolidated Financial Statements. . . .     7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations . . . . . . . . . . . .    21

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.    30

Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . .    30


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8K . . . . . . . . . . . . . .    31

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . .    34


                              - 2 -

<PAGE>
PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
                         ELIZABETH ARDEN, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (Unaudited)
                      (Dollars in thousands except per share data)
<CAPTION>
                                    Three Months Ended          Nine Months Ended
                                 ------------------------    ------------------------
                                 October 25,  October 26,    October 25,  October 26,
                                     2003         2002           2003         2002
                                 -----------  -----------    -----------  -----------
<S>                              <C>          <C>            <C>          <C>
Net sales                        $321,313     $314,807       $600,490     $582,277
Cost of sales (excludes
 depreciation of $765, $894,
 $2,481 and $2,874,
 respectively, included below)    186,276      177,738        359,331      342,577
                                 --------     --------       --------     --------
Gross profit                      135,037      137,069        241,159      239,700

Operating expenses:
  Selling, general and
   administrative                  64,490       61,537        176,384      163,196
  Depreciation and amortization     5,038        5,874         15,253       17,280
                                 --------     --------       --------     --------
      Total operating expenses     69,528       67,411        191,637      180,476
                                 --------     --------       --------     --------

Income from operations             65,509       69,658         49,522       59,224
                                 --------     --------       --------     --------
Other income (expense):
  Interest expense, net           (10,631)     (11,265)       (31,007)     (32,321)
  Other                              (293)          77           (145)         218
                                 --------     --------       --------     --------
      Other expense, net          (10,924)     (11,188)       (31,152)     (32,103)
                                 --------     --------       --------     --------

Income before income taxes         54,585       58,470         18,370       27,121
Provision for income taxes         15,664       20,738          5,272        9,455
                                 --------     --------       --------     --------
Net income                         38,921       37,732         13,098       17,666
Accretion and dividend on
 preferred stock                    1,001          913          2,963        2,740
Accelerated accretion on
 converted preferred stock         18,584            -         18,584           --
                                 --------     --------       --------     --------
Net income (loss) attributable
 to common shareholders          $ 19,336     $ 36,819       $ (8,449)    $ 14,926
                                 ========     ========       ========     ========


<PAGE>
Income (loss) per common share
 (See Note 2):
  Basic                          $   1.07     $   2.07       $  (0.47)    $   0.84
                                 ========     ========       ========     ========
  Diluted                        $   0.88     $   1.64       $  (0.47)    $   0.77
                                 ========     ========       ========     ========
Weighted average number of
 common shares:
  Basic                        18,096,843   17,764,698     17,966,033   17,732,545
                               ==========   ==========     ==========   ==========

  Diluted                      22,467,531   22,979,693     17,966,033   23,039,669
                               ==========   ==========     ==========   ==========


                   The accompanying notes are an integral part of the
                       unaudited consolidated financial statements.
</TABLE>

                              - 3 -

<PAGE>
<TABLE>
                 ELIZABETH ARDEN, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                         (Dollars in thousands)
<CAPTION>
                                           ------------- As of ---------------
                                           October 25, 2003   January 31, 2003
                                           ----------------   ----------------
                                            (Unaudited)
<S>                                            <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                    $ 22,771           $ 22,663
  Accounts receivable, net                      275,916            118,844
  Inventories                                   213,251            200,876
  Deferred income taxes                           7,614              7,614
  Prepaid expenses and other assets              17,694             17,297
                                               --------           --------
       Total current assets                     537,246            367,294
                                               --------           --------

Property and equipment, net                      36,516             36,216
                                               --------           --------
Other assets
  Exclusive brand licenses, trademarks and
   intangibles, net                             196,702            205,534
  Debt financing costs                           11,436             13,978
  Other                                           4,920              4,598
                                               --------           --------
       Total other assets                       213,058            224,110
                                               --------           --------
       Total assets                            $786,820           $627,620
                                               ========           ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term debt                              $ 87,010           $  2,068
  Accounts payable   trade                       98,175             79,997
  Other payables and accrued expenses            72,047             66,398
  Current portion of long-term debt               7,054              2,370
                                               --------           --------
       Total current liabilities                264,286            150,833
                                               --------           --------

Long-term debt                                  284,778            317,959
Deferred income taxes and other                  10,613             11,350
                                               --------           --------
       Total long-term liabilities              295,391            329,309
                                                --------           --------
       Total liabilities                        559,677            480,142
                                               --------           --------
Commitments and contingencies (See Note 8)


<PAGE>
Convertible, redeemable preferred stock,
 Series D, $.01 par value (liquidation
 preference of $26,898 and $50,000
 respectively); 1,000,000 shares authorized;
 224,154 and 416,667 shares issued and
 outstanding, respectively                       10,253             15,634
                                               --------           --------
Shareholders' equity:
  Common stock, $.01 par value, 50,000,000
   shares authorized; 24,735,355
   and 18,804,057 shares issued, respectively       247                188
  Additional paid-in capital                    181,776             89,782
  Retained earnings                              41,239             49,688
  Treasury stock (124,429 and 290,299 shares
   at cost, respectively)                        (1,297)            (2,336)
  Accumulated other comprehensive income          1,275                  5
  Unearned deferred compensation                 (6,350)            (5,483)
                                               --------           --------
       Total shareholders' equity               216,890            131,844
                                               --------           --------
       Total liabilities and
        shareholders' equity                   $786,820           $627,620
                                               ========           ========


              The accompanying notes are an integral part of the
                unaudited consolidated financial statements.
</TABLE>

                              - 4 -

<PAGE>
<TABLE>
                    ELIZABETH ARDEN, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 (Unaudited)
                            (Amounts in thousands)
<CAPTION>
                                                                              Accumulated
                      Common Stock     Additional                                Other
                     --------------     Paid-In      Retained    Treasury    Comprehensive
                     Shares  Amount     Capital      Earnings     Stock         Income
                     ---------------------------------------------------------------------
<S>                  <C>      <C>       <C>          <C>         <C>             <C>
Balance at
 January 31, 2003    18,804   $188      $ 89,782     $ 49,688    $(2,336)        $  5

Issuance of common
 stock upon exercise
 of stock options       181      2         1,496           -          -            -

Offering of common
 stock                3,667     36        62,632           -          -            -

Conversion of
 Series D preferred
 stock and
 accelerated
 accretion            2,083     21        26,906      (18,584)        -            -

Issuance of
 restricted stock,
 net of forfeitures      --     --           960           --      1,701           --

Repurchase of
 common stock            -      --            --           --       (662)          --

Amortization of
 unearned deferred
 compensation, net
 of forfeitures          -      -             --           --         --           --

Accretion and
 dividend on Series D
 preferred stock         --     -             -        (2,963)        --           --

Comprehensive income:
  Net income             --     -             -        13,098         --           --
  Foreign currency
   translation           -      --            --           --         --        1,270
                     ---------------------------------------------------------------------
Total comprehensive
 income                  --     --            --       13,098         --        1,270
                     ---------------------------------------------------------------------
Balance at
 October 25, 2003    24,735   $247      $181,776      $41,239    $(1,297)      $1,275
                     =====================================================================
</TABLE>

<PAGE>
RESTUBBED TABLE
CONTINUED FROM ABOVE
<TABLE>
<CAPTION>
                                      Total
                        Unearned      Share-
                        Deferred      holders'
                      Compensation    Equity
                      ------------------------
<S>                     <C>           <C>
Balance at
 January 31, 2003       $(5,483)      $131,844

Issuance of common
 stock upon exercise
 of stock options            -           1,498

Offering of common
 stock                        -         62,668

Conversion of
 Series D preferred
 stock and
 accelerated accretion        -          8,343

Issuance of
 restricted stock,
 net of forfeitures      (2,661)            --

Repurchase of
 common stock                -            (662)

Amortization of
 unearned deferred
 compensation, net
 of forfeitures           1,794          1,794

Accretion and
 dividend on Series D
 preferred stock              -         (2,963)

Comprehensive income:
  Net income                  -         13,098
  Foreign currency
   translation                -          1,270
                     -------------------------
Total comprehensive
 income                       -         14,368
                     -------------------------
Balance at
 October 25, 2003       $(6,350)      $216,890
                     =========================

            The accompanying notes are an integral part of the
               unaudited consolidated financial statements.
</TABLE>
                              - 5 -
<TABLE>
                          ELIZABETH ARDEN, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Unaudited)
                                 (Dollars in thousands)
<CAPTION>
                                                                Nine Months Ended
                                                            --------------------------
                                                            October 25,    October 26,
                                                                2003           2002
                                                            -----------    -----------
<S>                                                          <C>            <C>
Operating Activities:
  Net income                                                 $  13,098      $  17,666
  Adjustments to reconcile net income to net cash
   used in operating activities:
     Depreciation and amortization                              15,253         17,280
     Amortization of senior note offering costs and
      note premium                                               1,939          1,965
     Amortization of unearned deferred compensation              1,794          1,593
  Changes in assets and liabilities:
    Increase in accounts receivable                           (157,072)      (205,647)
    Increase in inventories                                    (12,375)        (6,966)
    (Increase) decrease in prepaid expenses and
     other assets                                               (1,065)         3,661
    Increase in accounts payable                                18,178         42,730
    Increase in other payables and accrued expenses             10,422         15,888
    Other                                                          832          1,054
                                                             ---------      ---------
          Net cash used in operating activities               (108,996)      (110,776)
                                                             ---------      ---------

Investing Activities:
  Additions to property and equipment                           (9,105)        (6,498)
  Proceeds from disposals of property and equipment                  3              -
  Price adjustment to trademarks acquired in
   Arden acquisition                                             2,460              -
                                                             ---------      ---------
          Net cash used in investing activities                 (6,642)        (6,498)
                                                             ---------      ---------

Financing Activities:
  Proceeds from short-term debt                                 84,942        117,353
  Payments on long-term debt                                   (33,137)        (2,318)
  Proceeds from the exercise of stock options                    1,498            464
  Proceeds from the issuance of new common stock                62,667              -
  Repurchase of common stock                                      (662)            -
                                                             ---------      ---------
          Net cash provided by financing activities            115,308        115,499
                                                             ---------      ---------

Effect of exchange rate changes on cash and
 cash equivalents                                                  438            209

Net increase (decrease) in cash and cash equivalents               108         (1,566)

Cash and cash equivalents at beginning of period                22,663         15,913
                                                             ---------      ---------
Cash and cash equivalents at end of period                   $  22,771      $  14,347
                                                             =========      =========
Supplemental Disclosure of Cash Flow Information:
  Interest paid during the period                            $  30,836      $  30,918
                                                             =========      =========
  Income taxes paid during the period                        $     129      $      57
                                                             =========      =========


                    The accompanying notes are an integral part of the
                       unaudited consolidated financial statements.
</TABLE>

                              - 6 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   BUSINESS AND BASIS OF PRESENTATION

     Elizabeth Arden, Inc. (the "Company") is a manufacturer and marketer of
prestige fragrances, skin treatment and cosmetic products to retailers in the
United States and over 90 countries internationally.  The Company was formerly
known as French Fragrances, Inc., until the acquisition of the Elizabeth Arden
business on January 23, 2001 (the "Arden acquisition") following which the
name of the Company was then changed to Elizabeth Arden, Inc.

     The unaudited consolidated financial statements include the accounts of
the Company's wholly owned subsidiaries and all significant intercompany
accounts and transactions have been eliminated in consolidation.

     The accompanying unaudited consolidated financial statements included
herein have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission (the "Commission") for interim
financial information.  Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statement presentation
and should be read in conjunction with the unaudited consolidated financial
statements and related footnotes included in the Company's Annual Report on
Form 10-K for the year ended January 31, 2003, filed with the Commission.

     The consolidated balance sheet of the Company as of January 31, 2003 is
derived from the audited financial statements included in the Company's annual
report on form 10-K for the year ended January 31, 2003. The other
consolidated financial statements are unaudited, but include all adjustments,
which are of a normal recurring nature, that management considers necessary to
fairly present the results for the interim periods.  Results for interim
periods are not necessarily indicative of results for the full fiscal year
ending January 31, 2004.  Certain reclassifications were made to the prior
years' consolidated financial statements and the accompanying footnotes.

NOTE 2.   INCOME (LOSS) PER SHARE

     Basic income (loss) per share is computed by dividing the net income
(loss) attributable to common shareholders by the weighted average shares of
outstanding common stock, $.01 par value per share ("Common Stock").  The
calculation of diluted income per share is similar to basic income per share
except that the denominator includes potentially dilutive Common Stock such as
stock options, warrants and convertible securities.  In addition, for the
diluted income per share calculation, the imputed preferred dividend and
accretion is added back to net income. Diluted loss per share equals basic
loss per share for the nine months ended October 25, 2003 as the assumed
conversion of convertible securities and the assumed exercise of outstanding
options and warrants would have an anti-dilutive effect.


           [Remainder of Page Intentionally Left Blank]


                              - 7 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.   INCOME (LOSS) PER SHARE   (Continued)

     The following table represents the computation of income (loss) per
share (in thousands except per share data):
<TABLE>
<CAPTION>
                                   Three Months Ended            Nine Months Ended
                                 ------------------------    ------------------------
                                 October 25,  October 26,    October 25,  October 26,
                                     2003         2002           2003         2002
                                -----------   -----------    -----------  -----------
<S>                               <C>           <C>            <C>           <C>
Basic
  Net income (loss)
   attributable to common
   shareholders                   $19,336       $36,819        $(8,449)      $14,926
                                  =======       =======        =======       =======
  Weighted average shares
   outstanding                     18,097        17,765         17,966        17,733
                                   ======        ======         ======        ======
     Net income (loss) per
      basic share                   $1.07         $2.07         $(0.47)        $0.84
                                    =====         =====         ======         =====
Diluted
  Net income (loss)
   attributable to common
   shareholders                   $19,336       $36,819        $(8,449)      $14,926
  Accretion and Dividend
   on Series D Convertible
   Preferred Stock not converted
   during the period                  500           913             -          2,740
                                  -------       -------        -------       -------
     Net income (loss)
      as adjusted                 $19,836       $37,732        $(8,449)      $17,666
                                  =======       =======        =======       =======

  Weighted average shares
   outstanding                     18,097        17,765         17,966        17,733
  Potential common shares -
   treasury method                  2,130         1,048              -         1,140
  Assumed conversion of
   Series D Convertible
   Preferred Stock                  2,083         4,167              -         4,167
  Dividend shares on Series D
   Convertible Preferred
   Stock                              158            --             --            --
                                  -------       -------        -------       -------
  Weighted average shares and
   potential dilutive shares       22,468        22,980         17,966        23,040
                                  =======       =======        =======       =======
     Net income (loss)
      per diluted share             $0.88         $1.64         $(0.47)        $0.77
                                    =====         =====         ======         =====
</TABLE>
     As a result of the conversion of $25 million of the aggregate liquidation
(representing 208,340 shares) preference of the Company's Series D Convertible
Preferred Stock, $.01 par value (the "Series D Convertible Preferred Stock")
into Common Stock on October 22, 2003 by an affiliate of Unilever (See Note
9), the Company recorded an $18.6 million non-cash charge against net income
to common shareholders to reflect the acceleration of accretion on such
preferred shares.  For purposes of the diluted share calculation, the Company
added back to net income attributable to common shareholders for the three
months ended October 25, 2003 50%, or $500,000, of accretion and dividend on
Series D Convertible Preferred Stock, which represents the amount of accretion
and dividend on the preferred stock that was not converted during the period.

     The calculation of diluted earnings per share for the three months ended
October 25, 2003 does not consider in the denominator the anti-dilutive
effects of approximately 2.061 million shares of Series D Convertible
Preferred Stock that were converted into Common Stock and would have increased
the shares related to "assumed conversion of Series D Convertible Preferred
Stock" and "weighted average shares and potential dilutive shares" by the same
amount.  Similarly, an add-back to net income attributable to common
shareholders in the amount of approximately $18.584 million for the
accelerated accretion charge associated with the conversion of certain of the
Series D Convertible Preferred Stock and  $501,000 related to non-accelerated
accretion and dividends on such stock was not made as such add-back would have
had an anti-dilutive effect on the calculation of diluted earnings per share.


                              - 8 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.   INCOME (LOSS) PER SHARE   (Continued)

     For the nine months ended October 25,2003, the calculation of diluted
earnings per share excludes in addition to the above amounts, 1.596 million
potential common shares under the treasury method, 2.098 million shares of
Series D Convertible Preferred Stock assumed to be converted as of the
beginning of the period, and 15,820 preferred dividend shares on the Series D
Convertible Preferred Stock which upon conversion would equal 158,200 shares
of Common Stock in the denominator and an add-back of $2.462 million to net
income attributable to common shareholders related to non-accelerated
accretion and dividends on such stock, as such amounts and add-backs would
have had an anti-dilutive effect on the calculation of diluted earnings per
share.

     The following table shows the options to purchase shares of Common Stock
that were outstanding during the three and nine months ended October 25, 2003
and October 26, 2002 where the option exercise price was greater than the
average market price of the common shares over the applicable period and thus
were excluded from diluted income per share because they were anti-dilutive.
<TABLE>
<CAPTION>
                           Three Months Ended               Nine Months Ended
                        --------------------------      -------------------------
                        October 25,    October 26,      October 25,   October 26,
                           2003           2002             2003          2002
                        -----------    -----------      -----------   -----------
<S>                      <C>            <C>              <C>           <C>
Number of shares         117,000        2,820,750        297,000       1,937,974
                         =======        =========        =======       =========
Range of exercise     $18.16-$20.64   $11.33-$20.64   $14.80-$20.64  $12.50-$20.64
                      =============   =============   =============  =============
</TABLE>
NOTE 3.   STOCK-BASED COMPENSATION

     In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 148,
"Accounting for Stock-Based Compensation   Transition and Disclosure   an
Amendment of FASB Statement No. 123."  This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair market value based method of
accounting for stock-based employee compensation.  In addition, this statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reported results.

     The Company has three stock option plans.  As of October 25, 2003, the
Company has elected not to make a change to the fair market value of
accounting.  The Company will continue to account for these plans under the
intrinsic value recognition and measurement principles prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.  No stock-based
compensation cost is reflected in net income, as all options granted under

those plans had an exercise price equal to the market value of the underlying
common stock on the date of grant.

     The following table illustrates the effect on net income (loss)
attributable to common shareholders if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based compensation:
(Dollars in thousands except per share data):
<TABLE>
<CAPTION>
                             Three Months Ended              Nine Months Ended
                         --------------------------      -------------------------
                         October 25,    October 26,      October 25,   October 26,
                             2003          2002             2003          2002
                         -----------    -----------      -----------   -----------
<S>                        <C>            <C>              <C>           <C>
Net income (loss)
 attributable to common
 shareholders,
 as reported               $19,336        $36,819          $ (8,449)     $14,926
Stock-based employee
 compensation expense,
 net of tax, determined
 under fair value-based
 method                      1,325          1,375             3,703        4,024
                           -------        -------          --------      -------
Pro forma net income
 (loss) attributable to
  common shareholders      $18,011        $35,444          $(12,152)     $10,902
                           =======        =======          ========      =======

Income (loss) per
 common share
   Basic
     As reported             $1.07          $2.07            $(0.47)       $0.84
     Pro forma               $1.00          $2.00            $(0.68)       $0.61

   Diluted
     As reported             $0.88          $1.64            $(0.47)       $0.77
     Pro Forma               $0.82          $1.58            $(0.68)       $0.59
</TABLE>

                              - 9 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.   RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS 150").  SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity in its statement of financial position.  It requires
that an issuer classify a financial instrument that is within its scope as a
liability, because the financial instrument embodies an obligation of the
issuer.  SFAS 150 became effective for the Company in the third quarter ended
October 25, 2003.  This standard did not materially impact the Company's
consolidated financial statements.

NOTE 5.   INVENTORIES

     The components of inventory were as follows:
<TABLE>
<CAPTION>
           (Dollars in thousands)         October 25,         January 31,
                                             2003                2003
                                          -----------         -----------
           <S>                              <C>               <C>
           Raw materials                    $ 40,555          $ 35,500
           Work in progress                   18,288            19,792
           Finished goods                    154,408           145,584
                                            --------          --------
                                            $213,251          $200,876
                                            ========          ========
</TABLE>
NOTE 6.     SHORT-TERM DEBT

     The Company has a revolving credit facility with a syndicate of banks,
for which JP Morgan Chase Bank is the administrative agent, that provides for
borrowings on a revolving basis up to $200 million with a $25 million sublimit
for letters of credit (the "Credit Facility"). The Credit Facility matures in
January 2006 and is guaranteed by certain of the Company's U.S. subsidiaries.
Borrowings under the Credit Facility are limited to eligible accounts
receivable and inventory and are collateralized by a first priority lien on
all of the Company's U.S. accounts receivable and inventory. The Company's
obligations under the Credit Facility rank pari passu, or equal in right of
payment, with the Company's 10 3/8% Senior Notes due 2007 (the "10 3/8% Senior
Notes") and the 11 3/4% Senior Secured Notes due 2011 (the "11 3/4% Senior
Notes").

     The Credit Facility has only one financial maintenance covenant, which
is a fixed charge coverage ratio that applies only if average borrowing
availability declines to less than $50 million.  No financial maintenance
covenant was applicable for the nine months ended October 25, 2003.  The
Credit Facility prohibits the payment of dividends on the Company's Common
Stock and other distributions to common shareholders and restricts the Company
from incurring additional non-trade indebtedness, except that the Company is
permitted to repurchase up to $4 million of Common Stock.


<PAGE>
        Borrowings under the revolving credit portion of the Credit Facility
bear interest at a floating rate based on the "Applicable Margin," which is
determined by reference to the Company's ratio of consolidated debt to EBITDA
(net income plus the provision for income taxes (or net loss less the benefit
from income taxes), plus interest expense, plus depreciation and amortization
expense).  At the Company's option, the Applicable Margin may be applied to
either the London InterBank Offered Rate ("LIBOR") or the prime rate.  The
Applicable Margin for LIBOR and prime rate borrowings ranges from 2.25% to
3.00% and .5% to 1.25%, respectively.  As of October 25, 2003, the Applicable
Margin was 2.75% for LIBOR loans and 1.0% for prime rate loans. The commitment
fee on the unused portion of the Credit Facility ranges from .375% to .5% per
year.

        As of October 25, 2003, the Company had an outstanding balance under
the Credit Facility of approximately $87 million and outstanding letters of
credit of $470,010, as compared with a balance of  $2.1 million and letters of
credit of $286,000 outstanding as of January 31, 2003.  As of October 25,
2003, the Company had approximately $241 million of eligible receivables and
inventories available as collateral under the Credit Facility. Therefore, the
Company had the full $200 million of borrowing capacity under the Credit
Facility with a remaining availability of $112.5 million.


                              - 10 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.   LONG-TERM DEBT

     The Company's long-term debt consisted of the following:
(Dollars in thousands)
<TABLE>
<CAPTION>
                                          October 25,      January 31,
Description                                  2003             2003
-----------                               -----------      -----------
<S>                                         <C>               <C>
10 3/8% Senior Notes due May 2007           $124,778          $150,977
11 3/4% Senior Secured Notes
 due May 2011                                160,000           160,000
8.5% Subordinated Debentures due May 2004      2,166             4,314
8.84% Miami Lakes Facility Mortgage Note
 due July 2004                                 4,888             5,038
                                            --------          --------
Total long-term debt                         291,832           320,329
Less current portion of long-term debt         7,054             2,370
                                            --------          --------
Long-term debt, net                         $284,778          $317,959
                                            ========          ========
</TABLE>
     On October 24, 2003, the Company repurchased $20 million aggregate
principal amount of its 10 3/8% Senior Notes at a redemption price of 103.458%
of the principal amount plus accrued interest. As a result of this repurchase,
the Company recorded a loss of approximately $290,000.  This expense is
comprised of the call premium of approximately $691,000 less approximately
$401,000 for the non-cash write-off of unamortized debt issue premiums, net of
original issue costs.  See Note 13 for information on the Company's repurchase
on November 21, 2003 of $56 million aggregate principal amount of 11 3/4%
Senior Notes and the Company's notice of redemption given on November 18, 2003
for $20 million aggregate principal amount of 10 3/8% Senior Notes.

NOTE 8.   COMMITMENTS AND CONTINGENCIES

     In October 2003, the Company entered into a settlement with an affiliate
of Unilever for the final purchase price adjustments related to the
acquisition of the Arden business. The settlement excludes certain rights to
indemnification the Company is seeking from the Unilever affiliate relating to
pending third party litigation. As a result, the aggregate purchase price was
reduced by approximately $2.5 million.  This was recorded as a reduction of
the trademarks acquired and was allocated to the individual assets acquired on
a pro-rata basis.

     In December 2000, the Company was named in a lawsuit by a Canadian
customer of Unilever who alleges that Unilever breached obligations owed to
the plaintiff and that the Company interfered with the contractual
relationship. The plaintiff currently seeks compensatory damages of Canadian
$55 million (approximately US$42.1 million at October 25, 2003), against each
of Unilever and the Company plus punitive damages of Canadian $35 million
(approximately US$26.8 million at October 25, 2003).  Management believes that
the Company would be entitled to indemnification from Unilever under its
agreement to acquire the Elizabeth Arden business to the extent the Company
incurs losses as a result of actions by Unilever.  Management believes the
claims as to the Company lack merit, and the Company is vigorously contesting
the matter.

     The Company is also a party to a number of other legal actions,
proceedings or claims.  While any action, proceeding or claim contains an
element of uncertainty, management of the Company believes that the outcome of
such actions, proceedings or claims will not have a material adverse effect on
the Company's business, financial position or results of operations.

NOTE 9.   CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY

     EQUITY OFFERING. On October 22, 2003, the Company completed a public
offering of 5,750,000 shares of Common Stock at $18.25 per share. The Company
sold 3,666,667 shares of Common Stock in the offering, and an affiliate of
Unilever sold 2,083,333 shares. The gross proceeds, before the offering
discount of $3.8 million and approximately $400,000 of offering expenses, was
approximately $66.9 million, resulting in net proceeds to the Company of
approximately $62.7 million.  The Company used the net proceeds on November
21, 2003 to redeem $56 million aggregate principal amount of the 11 3/4%
Senior Notes.  See Note 13.  The Company did not receive any proceeds from the
sale of the shares by the affiliate of Unilever.


                              - 11 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.   CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY   (Continued)

     CONVERSION OF PREFERRED STOCK.  In connection with the public offering on
October 22, 2003, the affiliate of Unilever converted 208,340 shares
(representing $25 million of aggregate liquidation preference) of the
Company's Series D Convertible Preferred Stock into 2,083,340 shares of the
Common Stock.  As a result of the conversion of the Series D Convertible
Preferred Stock and sale of the Common Stock by the Unilever affiliate, the
Company's shareholders' equity increased by approximately $8.3 million and the
balance recorded in the Convertible, redeemable preferred stock Series D
account on the Company's consolidated balance sheet was reduced by the same
amount.  In addition, the accretion of the Series D Convertible Preferred
Stock converted was accelerated in the amount of $18.6 million, resulting in a
non-cash charge to net income (loss) attributable to common shareholders on
the Company's consolidated statements of operations for the three and nine
months ended October 25, 2003.

     CONVERTIBLE PREFERRED STOCK.  At October 25, 2003 and January 31, 2003,
the Company had outstanding 224,154 and 416,667 shares, respectively, $120 per
share liquidation preference, of Series D Convertible Preferred Stock, that
was issued to an affiliate of Unilever in connection with the Arden
acquisition.  Each share of Series D Convertible Preferred Stock is
convertible into 10 shares of Common Stock at an initial conversion price of
$12 per share of Common Stock, subject to certain restrictions. The initial
conversion price for the Series D Convertible Preferred Stock of $12 per share
is subject to customary anti-dilution adjustments until January 23, 2007 in
the event the Company issues Common Stock for consideration per share less
than the then current market price of the Common Stock (other than in a bona
fide underwritten offering, in connection with a debt financing and in other
instances specified in the Company's Amended and Restated Articles of
Incorporation (the "Articles")). The initial conversion price for the Series D
Convertible Preferred Stock will also be subject to anti-dilution adjustments
until January 23, 2013 if the Company declares a dividend in shares of Common
Stock or reclassifies or combines the outstanding Common Stock into a greater
or lesser number of shares. The initial conversion price for the Series D
Convertible Preferred Stock is subject to reduction until January 23, 2013 if
the Company repurchases Common Stock during such time in accordance with a
formula set forth in the Articles. In addition, in the event that prior to
January 23, 2013, the Company effects a reorganization of its capital stock,
consolidates or merges with another corporation or sells substantially all of
the Company's assets to another corporation such that the Company's common
stockholders receive stock, securities or assets of another corporation in
exchange for Common Stock, then the Company must make adequate provision so
that each holder of Series D Convertible Preferred Stock has the right to
receive such stock, securities or assets as may be issued with respect to, or
in exchange for, the outstanding shares of Common Stock which would be
received upon conversion of the Series D Convertible Preferred Stock had such
reorganization, consolidation, merger or sale not occurred. The holder of the
Series D Convertible Preferred Stock was entitled to convert up to 33.33% of
its shares after January 23, 2002 and up to 66.66% after January 23, 2003 and
will be entitled to convert all of its shares after January 23, 2004.

     In addition, cumulative dividends of 5% of the outstanding liquidation
preference of the Series D Convertible Preferred Stock began to accrue on
January 23, 2003 and will be payable quarterly, at the Company's option, in
cash or in additional shares of Series D Convertible Preferred Stock, subject
to restrictions on the payment of dividends under the Credit Facility and the
indentures governing the Company's Senior Notes (the "Indentures").  On March
17, 2003, June 16, 2003 and September 15, 2003, the Company issued to an
affiliate of Unilever 5,208 shares, 5,273 shares and 5,339 shares
respectively, of Series D Convertible Preferred Stock as payment of the first,
second and third quarterly dividends.  The Company is required to redeem the
Series D Convertible Preferred Stock on January 23, 2013 at the aggregate
liquidation value of all of the then outstanding shares plus accrued and
unpaid dividends.  In addition, the Company may redeem all or part of the
Series D Convertible Preferred Stock plus accrued and unpaid dividends at any
time after February 2, 2002, subject to the waiver of certain restrictions
under its Credit Facility and compliance with certain limitations under the
Indentures, at a redemption price of $25.00 multiplied by the number of shares
of Common Stock into which the shares of Series D Convertible Preferred Stock
can be converted plus accrued and unpaid dividends.


                              - 12 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.   CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY   (Continued)

     Upon issuance, the Series D Convertible Preferred Stock was recorded at
its fair market value of $35 million, with an allocation of $26.5 million made
for the beneficial conversion feature and reclassified to additional paid-in
capital. The accretion of the beneficial conversion feature is based on the
effective yield method over the period from issue date to the mandatory
redemption date (12 years). The recorded dividend is based on the
straight-line method, which approximates the effective yield method, with the
total amount of the dividend of $25 million to be paid over 10 years amortized
over the period from issue date to the mandatory redemption date (12 years) or
$2.1 million annually.  The difference between the liquidation value of $50
million and the $8.5 million balance recorded in Convertible, redeemable
preferred stock, Series D account on the Company's consolidated balance sheet
is being accreted over the life of the Series D Convertible Preferred Stock.
The accretion will be accelerated if the Series D Convertible Preferred Stock
is converted into Common Stock prior to the redemption date.  For the three
months ended October 25, 2003 and October 26, 2002, the aggregate accretion
(excluding the accelerated accretion on the converted Series D Convertible
Preferred Stock) and dividend relating to the Series D Convertible Preferred
Stock was approximately $1.0 million and $913,000, respectively.  For the nine
months ended October 25, 2003 and October 26, 2002, the aggregate accretion
(excluding the accelerated accretion on the converted preferred stock) and
dividend on the Series D Convertible Preferred Stock was approximately $3.0
and $2.7 million, respectively.

     PERFORMANCE-ACCELERATED AND OTHER RESTRICTED COMMON STOCK.  On June 25,
2003, the Company granted an aggregate of 175,938 shares of restricted stock
to 104 employees that are due to vest in equal thirds over a three-year period
on the anniversary date of the grant.  These grants were recorded as unearned
deferred compensation in shareholders' equity in the amount of approximately
$2.3 million and are being amortized over the vesting period. In addition, on
that same date, the Company granted an aggregate of 6,500 shares of restricted
stock to 13 employees that vest in full one year from the date of grant. These
shares were recorded as unearned deferred compensation in shareholders' equity
in the amount of approximately $85,000 and are being amortized over the
vesting period. Also, on April 26, 2003, the Company granted an aggregate of
76,702 shares of restricted stock to 937 employees that vest in full one year
from the date of grant. These shares were recorded as unearned deferred
compensation in shareholders' equity in the amount of approximately $782,000
and are being amortized over the vesting period.

     On March 22, 2002, the Company granted an aggregate of 504,000 shares of
performance-accelerated restricted stock ("PARS") to 108 employees.  PARS are
restricted stock awards with a pre-defined vesting period of six years that
also provide for accelerated vesting to three, four or five years from the
date of grant if the Company's total shareholder return exceeds that total
shareholder return of the median of the companies comprising the Russell 2000
Index over the respective three, four or five-year period.  A new grant of
PARS will occur when the initial grant vests. The PARS are recorded as
unearned deferred compensation in the Company's consolidated balance sheets at
October 25, 2003 and January 31, 2003. The PARS are currently being amortized
over the six-year vesting period.

     At October 25, 2003 and January 31, 2003, the shares of Common Stock
outstanding included 724,214 shares and 661,133 shares, respectively, of
restricted stock that are subject to vesting requirements and forfeiture
provisions.  Compensation expense for the three months ended October 25, 2003
and October 26, 2002 relating to the PARS and the restricted stock granted to
employees, net of forfeitures, amounted to approximately $632,000 and
$654,000, respectively.  Compensation expense for the nine months ended
October 25, 2003 and October 26, 2002 relating to the PARS and the restricted
stock granted to employees, net of forfeitures, amounted to approximately $1.8
million and $1.6 million, respectively.

     STOCK OPTIONS GRANTED.  On June 25, 2003, the Company issued to 127
employees under its 2000 Stock Incentive Plan options to purchase an aggregate
of 420,427 shares of Common Stock of the Company. The exercise price of those
shares is $13.04 per share, which was the closing price of the Company's
Common Stock on the date of grant.  These options are due to vest in equal
thirds over a three-year period on the anniversary date of the grant.  The
options expire ten years from the date of grant.


                              - 13 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.   CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY   (Continued)

     EMPLOYEE STOCK PURCHASE PLAN.  On July 1, 2003, the Company implemented
its Employee Stock Purchase Plan under which employees in certain countries
are permitted to deposit after tax funds from their wages for purposes of
purchasing Common Stock at a 15% discount from the lowest of the closing price
of the Common Stock at either the start of the contribution period or the end
of the contribution period.  The first purchases under this plan will be
consummated on January 1, 2004.

NOTE 10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     The following condensed financial statements of the Company show in
separate columns those subsidiaries that are guarantors of the 11 3/4% Senior
Notes which were issued to finance a portion of the purchase price for the
acquisition of the Elizabeth Arden business in January 2001, elimination
adjustments and the consolidated total.  The Company's direct subsidiaries DF
Enterprises, Inc., FD Management, Inc. and Elizabeth Arden International
Holding, Inc., are guarantors of the 11 3/4% Senior Notes.  Entities included
in this footnote follow the Company's accounting policies except with respect
to accounting for investment in guarantors' subsidiaries, which the Company
has accounted for using the equity method of accounting. Equity income of the
guarantors subsidiaries is included in interest and other expense, net.  All
information presented is in thousands.

<TABLE>
<CAPTION>
                                                 Three Months Ended
Statement of Operations                           October 25, 2003
                                 Company     Guarantors   Eliminations   Consolidated
                                 ----------------------------------------------------
                                 <C>            <C>         <C>            <C>
Net sales                        $236,607       $91,076     $ (6,370)      $321,313
Cost of sales                     147,517        38,759           --        186,276
                                 --------       -------     --------       --------
Gross profit                       89,090        52,317       (6,370)       135,037
                                 --------       -------     --------       --------
Selling, general and
 administrative expenses           39,781        31,079       (6,370)        64,490
Depreciation and amortization       3,030         2,008           --          5,038
                                 --------       -------     --------       --------
Income from operations             46,279        19,230           --         65,509
Interest and other expense, net     4,124        (4,658)     (10,390)       (10,924)
                                 --------       -------     --------       --------
Income before income taxes         50,403        14,572      (10,390)        54,585
Provision for income taxes         11,482         4,182           --         15,664
                                 --------       -------     --------       --------
Net income                       $ 38,921       $10,390     $(10,390)      $ 38,921
                                 ========       =======     ========       ========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                Three Months Ended
Statement of Operations                          October 26, 2002
                                 Company     Guarantors   Eliminations   Consolidated
                                 ----------------------------------------------------
                                 <C>            <C>          <C>            <C>
Net sales                        $233,912       $94,212      $(13,317)      $314,807
Cost of sales                     139,920        37,818            --        177,738
                                 --------       -------      --------       --------
Gross profit                       93,992        56,394       (13,317)       137,069
                                 --------       -------      --------       --------
Selling, general and
 administrative expenses           41,135        33,719       (13,317)        61,537
Depreciation and amortization       3,977         1,897            --          5,874
                                 --------       -------      --------       --------
Income from operations             48,880        20,778            --         69,658
Interest and other expense, net     3,667        (4,078)      (10,777)       (11,188)
                                 --------       -------      --------       --------
Income before income taxes         52,547        16,700       (10,777)        58,470
Provision for income taxes         14,815         5,923            --         20,738
                                 --------       -------      --------       --------
Net income                       $ 37,732       $10,777      $(10,777)      $ 37,732
                                 ========       =======      ========       ========
</TABLE>

                              - 14 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION   (Continued)
<TABLE>
<CAPTION>
                                                    Nine Months Ended
Statement of Operations                              October 25, 2003
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>         <C>           <C>            <C>
Net sales                          $408,997    $203,225      $(11,732)      $600,490
Cost of sales                       271,906      87,425            --        359,331
                                   --------    --------      --------       --------
Gross profit                        137,091     115,800       (11,732)       241,159
                                   --------    --------      --------       --------
Selling, general and
 administrative expenses            100,913      87,203       (11,732)       176,384
Depreciation and amortization         9,514       5,739            --         15,253
                                   --------    --------      --------       --------
Income from operations               26,664      22,858            --         49,522
Interest and other expense, net     (10,427)    (15,426)       (5,299)       (31,152)
                                   --------    --------      --------       --------
Income before income taxes           16,237       7,432        (5,299)        18,370
Provision for income taxes            3,139       2,133            --          5,272
                                   --------    --------      --------       --------
Net income                         $ 13,098    $  5,299      $ (5,299)      $ 13,098
                                   ========    ========      ========       ========
</TABLE>
<TABLE>
<CAPTION>
                                                    Nine Months Ended
Statement of Operations                              October 26, 2002
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>         <C>           <C>            <C>
Net sales                          $403,932    $204,919      $(26,574)      $582,277
Cost of sales                       257,646      84,931            --        342,577
                                   --------    --------      --------       --------
Gross profit                        146,286     119,988       (26,574)       239,700
                                   --------    --------      --------       --------
Selling, general and
 administrative expenses            105,908      83,862       (26,574)       163,196
Depreciation and amortization        11,952       5,328            --         17,280
                                   --------    --------      --------       --------
Income from operations               28,426      30,798            --         59,224
Interest and other expense, net      (6,621)    (15,549)       (9,933)       (32,103)
                                   --------    --------      --------       --------
Income before income taxes           21,805      15,249        (9,933)        27,121
Provision for income taxes            4,139       5,316            --          9,455
                                   --------    --------      --------       --------
Net income                         $ 17,666    $  9,933      $ (9,933)      $ 17,666
                                   ========    ========      ========       ========
</TABLE>
           [Remainder of Page Intentionally Left Blank]
                              - 15 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION   (Continued)
<TABLE>
<CAPTION>
                                                          As of
Balance Sheet                                        October 25, 2003
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>         <C>           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents        $ 12,332    $  10,439     $     --       $ 22,771
  Accounts receivable, net          198,035       77,881           --        275,916
  Inventories                       155,320       57,931           --        213,251
  Intercompany receivable           290,868     (290,868)          --             --
  Deferred income taxes               7,614           --           --          7,614
  Prepaid expenses and
   other assets                       9,671        8,023            -         17,694
                                   --------    ---------     --------       --------
       Total current assets         673,840     (136,594)           -        537,246
                                   --------    ---------     --------       --------

Property and equipment, net          27,066        9,450            -         36,516
                                   --------    ---------     --------       --------
Other assets:
  Investment in guarantors'
   subsidiaries                      10,160            -      (10,160)            --
  Exclusive brand licenses,
   trademarks and
   intangibles, net                  28,220      168,482            -        196,702
  Other assets                       13,969        2,387            -         16,356
                                   --------    ---------     --------       --------
        Total other assets           52,349      170,869      (10,160)       213,058
                                   --------    ---------     --------       --------

        Total assets               $753,255    $  43,725     $(10,160)      $786,820
                                   ========    =========     ========       ========
LIABILITIES AND SHAREHOLDERS'
 EQUITY
Current liabilities:
  Short-term debt                  $ 87,010     $     -      $     --       $ 87,010
  Accounts payable   trade           88,073       10,102           --         98,175
  Other payables and accrued
   expenses                          48,812       23,235           --         72,047
  Current portion of
   long-term debt                     7,054           -            -           7,054
                                   --------    ---------     --------       --------
        Total current liabilities   230,949       33,337           -         264,286
                                   --------    ---------     --------       --------

Long-term debt                      284,778           --           --        284,778
Deferred income taxes and other      10,385          228           -          10,613
                                   --------    ---------     --------       --------
        Total liabilities           526,112       33,565            -        559,677
                                   --------    ---------     --------       --------
Convertible, redeemable preferred
 stock                               10,253            -           -          10,253
                                   --------    ---------     --------       --------

Shareholders' equity                216,890       10,160      (10,160)       216,890
                                   --------    ---------     --------       --------

        Total liabilities and
         shareholders' equity      $753,255    $  43,725     $(10,160)      $786,820
                                   ========    =========     ========       ========
</TABLE>

                                  - 16 -

<PAGE>
                  ELIZABETH ARDEN, INC. AND SUBSIDIARIES
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION   (Continued)
<TABLE>
<CAPTION>
                                                          As of
Balance Sheet                                        January 31, 2003
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>         <C>           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents        $  7,850    $ 14,813      $    --        $ 22,663
  Accounts receivable, net           71,753      47,091           --         118,844
  Inventories                       143,339      57,537           --         200,876
  Intercompany receivable          (111,166)    111,166           --              -
  Deferred income taxes               7,614          --           --           7,614
  Prepaid expenses and
   other assets                      10,936       6,361           --          17,297
                                   --------    --------      -------        --------
     Total current assets           130,326     236,968           -          367,294
                                   --------    --------      -------        --------

Property and equipment, net          26,705       9,511           --          36,216
                                   --------    --------      -------        --------
Other assets:
  Investment in guarantors'
   subsidiaries                       3,590          --       (3,590)             -
  Exclusive brand licenses,
   trademarks and
   intangibles, net                  33,269     172,265           --         205,534
  Other assets                       21,888      (3,312)          -           18,576
                                   --------    --------      -------        --------
     Total other assets              58,747     168,953       (3,590)        224,110
                                   --------    --------      -------        --------
     Total assets                  $215,778    $415,432      $(3,590)       $627,620
                                   ========    ========      =======        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term debt                  $  2,068    $     --      $    --        $  2,068
  Accounts payable   trade           72,980       7,017           --          79,997
  Intercompany payable             (380,835)    380,835           --
  Other payables and
   accrued expenses                  43,552      22,846           --          66,398
  Current portion of
   long-term debt                     2,370          -            --           2,370
                                   --------    --------      -------        --------
     Total current
      liabilities                  (259,865)    410,698           --         150,833
                                   --------    --------      -------        --------

Long-term debt                      317,959           -           -          317,959
Deferred income taxes
 and other                           10,206       1,144           --          11,350
                                   --------    --------      -------        --------
     Total liabilities               68,300     411,842           -          480,142
                                   --------    --------      -------        --------
Convertible, redeemable
 preferred stock                     15,634          --           --          15,634
                                   --------    --------      -------        --------

Shareholders' equity                131,844       3,590       (3,590)        131,844
                                   --------    --------      -------        --------
Total liabilities and
 shareholders' equity              $215,778    $415,432      $(3,590)       $627,620
                                   ========    ========      =======        ========
</TABLE>

                              - 17 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION   (Continued)
<TABLE>
<CAPTION>
                                                    Nine Months Ended
Statement of Cash Flow                               October 25, 2003
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>          <C>          <C>            <C>
Operating Activities:
     Net cash used in
      operating activities         $(108,466)   $  (530)     $   --         $(108,996)
                                   ---------    -------      ------         ---------
Investing Activities:
  Additions to property and
   equipment, net of disposals        (4,823)    (4,282)         --            (9,105)
  Proceeds from disposals of
   property and equipment                  3         -           -                  3
  Price adjustment to trademarks
   Acquired in Arden acquisition       2,460         -           -              2,460
                                   ---------    -------      ------         ---------
     Net cash used in investing
      activities                      (2,360)    (4,282)         --            (6,642)
                                   ---------    -------      ------         ---------
Financing Activities:
  Proceeds from short-term debt       84,942         --          --            84,942
  Payments on long-term debt         (33,137)        --          --           (33,137)
  Proceeds from the exercise of
   stock options                       1,498         --          --             1,498
  Proceeds from issuance of new
   common stock                       62,667         -           -             62,667
  Repurchase of common stock            (662)         -           -              (662)
                                   ---------    -------      ------         ---------
     Net cash provided by
      financing activities           115,308         --          --           115,308

Effects of exchange rate changes
 on cash and cash equivalents             --        438          --               438
Net increase (decrease) in cash
 and cash equivalents                  4,482     (4,374)         --               108
Cash and cash equivalents at
 beginning of period                   7,850     14,813          --            22,663
                                   ---------    -------      ------         ---------
Cash and cash equivalents at
 end of period                     $ 12,332     $10,439      $   --         $  22,771
                                   =========    =======      ======         =========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                    Nine Months Ended
Statement of Cash Flow                               October 26, 2002
                                   Company    Guarantors   Eliminations   Consolidated
                                   ---------------------------------------------------
<S>                                <C>         <C>           <C>            <C>
Operating Activities:
     Net cash (used in) provided
      by operating activities      $(112,237)  $  1,461      $   --         $(110,776)
                                   ---------   --------      ------         ---------
Investing Activities:
  Additions to property and
   equipment                          (2,379)    (4,119)         --            (6,498)
                                   ---------   --------      ------         ---------
     Net cash used in investing
      activities                      (2,379)    (4,119)         --            (6,498)
                                   ---------   --------      ------         ---------
Financing Activities:
  Proceeds from short-term debt      117,353         --          --           117,353
  Payments on long-term debt          (2,318)        --          --            (2,318)
  Proceeds from the exercise of
   stock options                         464         --          --               464
                                   ---------   --------      ------         ---------
     Net cash provided by
      financing activities           115,499         --          --           115,499

Effects of exchange rate changes
 on cash and cash equivalents             --        209          --               209
Net increase (decrease) in cash
 and cash equivalents                    883     (2,449)         --            (1,566)
Cash and cash equivalents at
 beginning of period                   3,616     12,297          --            15,913
                                   ---------   --------      ------         ---------
Cash and cash equivalents at
 end of period                     $   4,499   $  9,848      $   --         $  14,347
                                   =========   ========      ======         =========
</TABLE>


                              - 18 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11.   RELATED PARTY TRANSACTION

     In March 2002, the Company provided a loan to its current chairman and
chief executive officer in the principal amount of $500,000 (the "Note"),
which matures on March 31, 2004 and bears interest at an annual rate of 5%.
This loan replaced earlier loans made by the Company to its chairman and chief
executive officer during the fiscal year ended January 31, 1999.  In July
2002, the chairman and chief executive officer repaid to the Company $100,000
of the principal amount of the Note. In accordance with the Sarbanes-Oxley Act
of 2002 (the "Act"), which became law on July 31, 2002, the Company is
prohibited from extending loans such as the Note to executive officers and
directors.  Under the Act, the Note is permitted to continue in effect, but
may not be renewed or materially modified.

NOTE 12.   SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING
           ACTIVITIES

     The Company incurred the following non-cash financing and investing
activities:
<TABLE>
<CAPTION>
   (Dollars in thousands)                        Nine Months Ended
                                             October 25,   October 26,
                                                2003          2002
                                             -----------   -----------
   <S>                                        <C>           <C>
   Accretion and dividend on
    Series D Convertible Preferred Stock      $2,963        $2,740
                                              ======        ======

   Conversion of Series D Convertible
    Preferred Stock (See Note 9):

      Accelerated accretion on converted
       preferred stock                        18,584             -
                                              ======        ======

      Conversion to Common Stock               6,416             -
      Accreted dividends not paid on
       Convertible Preferred Stock             1,927             -
                                              ------        ------
      Conversion of Series D Preferred
       Stock                                   8,343             -
                                              ======        ======

   Issuance of Restricted Stock and PARS,
    net of forfeitures                         2,661        $7,270
                                              ======        ======
</TABLE>

<PAGE>
NOTE 13.   SUBSEQUENT EVENTS

     REDEMPTION OF 11 3/4% SENIOR NOTES.  On November 21, 2003, the Company
repurchased $56 million aggregate principal amount of 11 3/4% Senior Notes.
The redemption price was 111.75% of the principal amount, plus accrued
interest.  The Company used the proceeds received from the public offering of
its Common Stock, which was completed on October 22, 2003, to repurchase the
11 3/4% Senior Notes. See Note 9.   As a result of this redemption, the
Company will incur in the fourth quarter ending January 31, 2004 a pre-tax
charge of approximately $8.7 million related to the early extinguishment of
the 11 3/4% Senior Notes.  Pending the closing of the redemption, the Company
used the proceeds received from the public offering of Common Stock to
temporarily pay down the borrowings under the Credit Facility.

     NOTICE OF REDEMPTION OF 10 3/8% SENIOR NOTES. On November 18, 2003, the
Company issued a notice to the trustee under the Indentures calling for the
redemption of $20 million aggregate principal amount of 10 3/8% Senior Notes.
The redemption price will be 103.458% of the principal amount, plus accrued
interest and the redemption date will be December 17, 2003. The Company
expects to utilize borrowings under the Credit Facility to repurchase the 10
3/8% Senior Notes.  As a result of this transaction, the Company expects to
incur in the fourth quarter ending January 31, 2004 a pre-tax charge of
approximately $500,000 related to the early extinguishment of the 10 3/8%
Senior Notes.

     CONSOLIDATION OF DISTRIBUTION FACILITIES.  On November 3, 2003, the
Company announced that it intends to consolidate its U.S. distribution
operations into a single distribution facility in Roanoke, Virginia by March
2004.  The Roanoke facility was expanded to approximately 400,000 square feet
this year in order to accommodate the consolidated distribution activities.
Accordingly, the Company plans to cease conducting distribution activities
from the Miami Lakes facility at the end of January 2004 and sell the
facility.  The Company will continue to use the corporate offices located in
the Miami Lakes facility until the facility

                              - 19 -

<PAGE>
              ELIZABETH ARDEN, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.   SUBSEQUENT EVENTS   (Continued)

is sold and then it will move its corporate offices to another location in the
area.  In connection with the consolidation, the U.S. workforce will be
reduced by approximately 10%. The consolidation of U.S. distribution
facilities is designed to reduce supply chain, logistics and corporate
overhead expenses, as well as the total level of inventory required to support
the business and enhance working capital efficiency.  The single
transportation hub in Virginia is expected to result in lower freight expenses
as well as lower labor, insurance and other overhead expenses.

     The Company expects to incur pre-tax charges of approximately $3.5
million by March 2004 related to costs associated with the consolidation,
including severance pay, outplacement services, and health insurance
assistance for severed employees. The Company expects to incur approximately
$2.0 million to $2.5 million in the fourth quarter ending January 31, 2004 and
the balance, of approximately $1.0 million, is expected to be incurred in the
first quarter ending May 1, 2004.


                              - 20 -

<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     In connection with the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995, Elizabeth Arden, Inc., is hereby providing
cautionary statements identifying important factors that could cause our
actual results to differ materially from those projected in forward-looking
statements (as defined in such act) made in this quarterly report on form
10-Q.  Any statements that express or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions or future events or performance
(often, but not always, through the use of words or phrases such as "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans" and "projection") are not historical facts and
may be forward-looking and may involve estimates and uncertainties which could
cause actual results to differ materially from those expressed in the
forward-looking statements.  Accordingly, any such statements are qualified in
their entirety by reference to, and are accompanied by, the following key
factors that have a direct bearing on our results of operations:  our
substantial indebtedness and debt service obligations; our ability to
successfully and cost-effectively integrate acquired businesses or new brands;
our absence of contracts with customers or suppliers and our ability to
maintain and develop relationships with customers and suppliers; international
and domestic economic and business changes that could impact consumer
confidence; our customers' financial condition; our ability to access capital
for acquisitions; the assumptions underlying our critical accounting
estimates; the retention and availability of key personnel; changes in the
retail, fragrance and cosmetic industries; our ability to launch new products
and implement our growth strategy; the impact of competitive products and
pricing; changes in product mix to less profitable products; risks of
international operations, including foreign currency fluctuations; economic
and political consequences of terrorist attacks and political instability in
certain regions of the world; diseases affecting the customer purchasing
patterns; delays in shipments, inventory shortages and higher costs of
production due to interruption of operations at key manufacturing or
fulfillment facilities that, after consolidations of manufacturing and
fulfillment locations, manufacture or provide logistic services for the
majority of our supply of certain products; changes in the legal, regulatory
and political environment that impact, or will impact, our business, including
changes to customs or trade regulations or accounting standards; legal and
regulatory proceedings that affect, or will affect, our business; and other
risks and uncertainties. We caution that the factors described herein could
cause actual results to differ materially from those expressed in any
forward-looking statements we make and that investors should not place undue
reliance on any such forward-looking statements.  Further, any forward-looking
statement speaks only as of the date on which such statement is made, and we
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of anticipated or unanticipated events or
circumstances.  New factors emerge from time to time, and it is not possible
for us to predict all of such factors.  Further, we cannot assess the impact
of each such factor on our results of operations or the extent to which any
factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.


<PAGE>
GENERAL

     This discussion should be read in conjunction with the Notes to Unaudited
Consolidated Financial Statements contained herein and Management's Discussion
and Analysis of Financial Condition and Results of Operations appearing in our
Annual Report on Form 10-K for the year ended January 31, 2003.  The results
of operations for an interim period may not give a true indication of results
for the year.  In the following discussions, all comparisons are with the
corresponding items in the prior year's period.

     Our operations have historically been seasonal, with higher sales
generally occurring in the second half of the fiscal year as a result of
increased demand by retailers in anticipation of and during the holiday
season.  In fiscal 2003, approximately 64% of our net sales were made during
the second half of the fiscal year.  Due to the size and timing of certain
orders from our customers, sales, results of operations, working capital
requirements and cash flows can vary between quarters of the same and
different years.  As a result, we expect to experience variability in net
sales, net income, working capital requirements and cash flows on a quarterly
basis.


                              - 21 -

<PAGE>
     We experience seasonality in our working capital, with peak inventory and
receivable balances in the third quarter of our fiscal year.  Our working
capital borrowings are also seasonal and are normally highest in the months of
September, October and November.  During the fourth fiscal quarter ending
January 31 of each year, significant cash is normally generated as customer
payments on holiday season orders are received.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        The Securities and Exchange Commission has recently issued Financial
Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About
Critical Accounting Policies" (FRR 60), suggesting companies provide
additional disclosure and commentary on those accounting policies considered
most critical.  FRR 60 considers an accounting policy to be critical if it is
important to our financial condition and results and requires significant
judgment and estimates on the part of management in its application.  We
believe the accounting policies below represent our critical accounting
policies as contemplated by FRR 60. See our Annual Report on Form 10-K for the
year ended January 31, 2003 for a detailed discussion on the application of
these and other accounting policies.

         ACCOUNTING FOR ACQUISITIONS.  We have accounted for our acquisitions,
including the acquisition of the Elizabeth Arden business, under the purchase
method of accounting for business combinations.  Under the purchase method of
accounting, the cost, including transaction costs, are allocated to the
underlying net assets, based on their respective estimated fair values.  The
excess of the purchase price over the estimated fair values of the net assets
acquired is recorded as goodwill.

        The judgments made in determining the estimated fair value and
expected useful lives assigned to each class of assets and liabilities
acquired can significantly affect net income.  For example, different classes
of assets will have useful lives that differ the useful life of property,
plant, and equipment acquired will differ substantially from the useful life
of brand licenses and trademarks.  Consequently, to the extent a longer-lived
asset is ascribed greater value under the purchase method than a shorter-lived
asset, net income in a given period may be higher.

        Determining the fair value of certain assets and liabilities acquired
is judgmental in nature and often involves the use of significant estimates
and assumptions.  One of the areas that requires more judgment in determining
fair values and useful lives is intangible assets.  To assist in this process,
we often obtain appraisals from independent valuation firms for certain
intangible assets.

        Our intangible assets generally consist of exclusive brand licenses
and trademarks.  We do not carry any goodwill.  The value of our intangible
assets, including brand licenses, trademarks and intangibles, is exposed to
future adverse changes if we experience declines in operating results or
experience significant negative industry or economic trends.  We periodically
review intangible assets, at least annually or more often as circumstances
dictate, for impairment using the guidance of applicable accounting
literature.

        In fiscal 2003, we adopted Statement of Financial Accounting Standards
("SFAS") No. 142 "Goodwill and Other Intangible Assets."  In accordance with
SFAS No. 142, we have determined that the Elizabeth Arden trademarks have
indefinite useful lives as cash flows from the use of the trademarks are
expected to be generated indefinitely.  During the nine months ended October
25, 2003, we completed our annual impairment testing of these assets with the
assistance of a third party valuation firm.  The analysis and assessments of
these assets indicated that no impairment adjustment was required.

         REVENUE RECOGNITION.  Sales are recognized when title and risk of
loss transfers to the customer and collectibility of the resulting receivable
is probable.  Sales are recorded net of estimated returns and other
allowances.  The provision for sales returns represents management's estimate
of future returns based on historical experience and considering current
external factors and market conditions.

         ALLOWANCES FOR SALES RETURNS AND MARKDOWNS.  As is customary in the
prestige beauty business, we grant certain of our customers, subject to our
authorization and approval, the right to either return product or to receive a
markdown allowance for certain promotional product.  Upon sale, we record a
provision for product returns and markdowns estimated based on our historical
and projected experience, economic trends and changes in customer demand.
There is considerable judgment used in evaluating the factors influencing the
allowance for returns and markdowns, and additional allowances in any
particular period may be needed.


                              - 22 -

<PAGE>
         ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE.  We maintain allowances
for doubtful accounts to cover uncollectible accounts receivable, and we
evaluate our accounts receivable to determine if they will ultimately be
collected.  This evaluation includes significant judgments and estimates,
including an analysis of receivables aging and a customer-by-customer review
for large accounts.  If, for example, the financial condition of our customers
deteriorates resulting in an impairment of their ability to pay, additional
allowances may be required.

         PROVISIONS FOR INVENTORY OBSOLESCENCE. We record a provision for
estimated obsolescence and shrinkage of inventory. Our estimates consider the
cost of inventory, forecasted demand, the estimated market value, the shelf
life of the inventory and our historical experience.  If there are changes to
these estimates, additional provisions for inventory obsolescence may be
necessary.

         STOCK-BASED COMPENSATION.  At January 31, 2003, we had three stock
option plans in effect.  We account for those plans under the recognition and
measurement principles prescribed by Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related
interpretations.  No stock-based compensation cost is reflected in net income
for employee and director option grants, as such grants had an exercise price
equal to the market value of the underlying common stock on the date of grant.

         INCOME TAXES AND VALUATION RESERVES.  A valuation allowance may be
required to reduce deferred tax assets to the amount that is more likely than
not to be realized.  We consider projected future taxable income and ongoing
tax planning strategies in assessing a potential valuation allowance.  In the
event we determine that we may not be able to realize all or part of our
deferred tax asset in the future, or that new estimates indicate that a
previously recorded valuation allowance is no longer required, an adjustment
to the deferred tax asset would be charged or credited to net income in the
period of such determination.

RESULTS OF OPERATIONS

Three Months Ended October 25, 2003 Compared to the Three Months Ended
October 26, 2002
----------------------------------------------------------------------

     NET SALES.  Net sales increased $6.5 million to $321.3 million for the
three months ended October 25, 2003, from $314.8 million for the three months
ended October 26, 2002.  The increase was driven primarily by increased sales
volumes to certain mass retailers and the favorable impact of foreign exchange
rates. The increase in net sales was partially offset by reduced sales of
certain promotional items, fewer fragrance launches than in the prior year
period and economic weakness in certain European markets.

     GROSS PROFIT.  Gross profit decreased approximately 1.5% to  $135.0
million for the three months ended October 25, 2003, from $137.1 million for
the three months ended October 26, 2002.  Gross margin decreased to 42% for
the third quarter in the current fiscal year from 43.5% in the prior year.
The decrease in gross profit and gross margin primarily reflects the higher
percentage of sales of distributed brands, which have lower margins than owned
and licensed brands.

<PAGE>
     SG&A.  Selling, general and administrative expenses increased
approximately $3.0 million, or 4.8%, to $64.5 million for the three months
ended October 25, 2003, from $61.5 million for the three months ended October
26, 2002. As a percentage of net sales, selling, general and administrative
expenses increased to 20.1% for the three months ended October 25, 2003, as
compared to 19.5% in the prior year period.  The increase in selling, general
and administrative expenses was driven by higher costs for incentive
compensation, the unfavorable impact of foreign exchange rates and increased
investment in advertising and promotions, partially offset by reduced
information technology costs and favorable bad debt experience.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
approximately $836,000 to $5.0 million in the three months ended October 25,
2003, as compared to $5.9 million for the three months ended October 26, 2002,
principally due to certain assets and intangibles that were fully depreciated
and amortized at the end of the prior fiscal year.

     INTEREST EXPENSE.  Interest expense, net of interest income, decreased by
approximately $634,000 to $10.6 million for the three months ended October 25,
2003, as compared to $11.3 million for the three months ended October 26,
2002, principally as a result of lower principal balances of the 10 3/8%
Senior Notes due 2007 resulting from our redemption activities as well as
lower interest rates under our credit facility.


                              - 23 -

<PAGE>
     OTHER INCOME (EXPENSE).  Other expense includes a charge of $290,000
related to the early extinguishment of our 10 3/8% Senior Notes due 2007 on
October 24, 2003. This expense is comprised  of  the call premium of
approximately $691,000 less approximately $401,000 for the non-cash write-off
of unamortized debt issue premiums, net of original issue costs.

     PROVISION FOR INCOME TAXES.  The provision for income taxes was
approximately $15.7 million for the three months ended October 25, 2003, as
compared with $20.7 million for the three months ended October 26, 2002, due
to a lower effective tax rate.  The effective tax rate, calculated as a
percentage of income before taxes, for the three months ended October 25, 2003
and October 26, 2002 was 28.7% and 35.5%, respectively.

     NET INCOME.  Net income increased approximately 3.2%, to $38.9 million
for the three months ended October 25, 2003 as compared to net income of $37.7
million in the prior year period.  The improved performance was driven by
higher net sales, lower depreciation, amortization and interest expense and a
lower tax rate, partially offset by lower gross margins and higher selling,
general and administrative expenses.

     ACCRETION AND DIVIDEND ON PREFERRED STOCK.  As part of the purchase price
for the acquisition of the Elizabeth Arden business, we issued to an affiliate
of Unilever 416,667 shares of Series D convertible preferred stock.  The
Series D convertible preferred stock was recorded at a $35 million fair value
with an allocation of $26.5 million made for the beneficial conversion feature
of such preferred stock and recorded as additional paid-in capital.  The
Series D convertible preferred stock had an original $50 million liquidation
preference and carries a 5% annual dividend yield, which began accruing in
January 2003.  The accretion and dividend on preferred stock, which is a
non-cash charge to net income attributable to common shareholders, represents
the accretion of the original carrying value of $8.5 million of the Series D
convertible preferred stock to its liquidation preference, and the imputed
dividends on such preferred stock.  For the three months ended October 25,
2003 and October 26, 2002, the aggregate accretion (excluding the accelerated
accretion on the converted Series D convertible preferred stock) and dividend
relating to the Series D convertible preferred stock was approximately $1.0
million and $913,000, respectively. See Note 9 to the Notes to Unaudited
Consolidated Financial Statements.

     ACCELERATED ACCRETION ON CONVERTED PREFERRED STOCK.  In October 2003, we
recorded accelerated accretion on the Series D convertible preferred stock of
$18.6 million for the preferred stock converted into common stock, which was
sold in the public offering in October 2003. See Note 9 to the Notes to
Unaudited Consolidated Financial Statements.

     NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS.  Principally due to the
accelerated accretion of  the fair value of the Series D convertible preferred
stock converted into common stock in October 2003, net income attributable to
common shareholders was $19.3 million for the three months ended October 25,
2003, as compared with $36.8 million for the three months ended October 26,
2002.  As a result of the accelerated accretion on the conversion of $25
million of the aggregate liquidation preference of our Series D convertible
preferred stock into common stock on October 22, 2003, our fully diluted net
income per share for the three months ended October 25, 2003 was reduced by
$0.71 per share.


<PAGE>
    EBITDA.  EBITDA (net income plus the provision for income taxes (or net
loss less the benefit from income taxes), plus interest expense, plus
depreciation and amortization expense), decreased approximately $5.4 million,
or 7%, to $70.3 million ($70.6 million excluding charges related to the early
extinguishment of debt included in other expenses) for the three months ended
October 25, 2003 as compared to $75.6 million for the prior year period.  The
decrease in EBITDA reflects lower gross margins and higher selling, general
and administrative expenses that were partially offset by higher net sales.

     EBITDA should not be considered as an alternative to operating income
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of our operating performance or
to net cash provided by operating, investing and financing activities (as
determined in accordance with generally accepted accounting principles) as a
measure of our ability to meet cash needs.  We believe that EBITDA is a
measure commonly reported and widely used by investors and other interested
parties as a measure of a Company's operating performance and debt servicing
ability because it assists in comparing performance on a consistent basis
without regard to capital structure (particularly when acquisitions are
involved), depreciation and amortization, which can vary significantly
depending upon accounting methods (particularly when acquisitions are
involved) or non-operating factors (such as historical


                              - 24 -

<PAGE>
cost).  Accordingly, as a result of our capital structure and the accounting
method used for our acquisitions, we believe EBITDA is a relevant measure.
This information has been disclosed here to permit a more complete comparative
analysis of our operating performance relative to other companies and of our
debt servicing ability. EBITDA, may not, however, be comparable in all
instances to other similar types of measures.

     The following is a reconciliation of net income, as determined in
accordance with generally accepted accounting principles, to EBITDA:
<TABLE>
<CAPTION>
                                                (Unaudited)
     (Dollars in thousands)                   Three Months Ended
                                         --------------------------
                                         October 25,    October 26,
                                            2003           2002
                                         -----------    -----------
     <S>                                   <C>            <C>
     Net income                            $38,921        $37,732
     Plus:
       Provision for income taxes           15,664         20,738
       Interest expense, net                10,631         11,265
       Depreciation and amortization         5,038          5,874
                                           -------        -------
         EBITDA including debt
          extinguishment charges            70,254         75,609
       Debt extinguishment charges             290              -
                                           -------        -------
         EBITDA excluding debt
          extinguishment charges           $70,544        $75,609
                                           =======        =======
</TABLE>
Nine Months Ended October 25, 2003 Compared to the Nine Months Ended
October 26, 2002
--------------------------------------------------------------------

     NET SALES.  Net sales increased approximately 3.1% to $600.5 million for
the nine months ended October 25, 2003, from $582.3 million for the nine
months ended October 26, 2002.  The increase was driven primarily by increased
sales to mass retailers and the favorable impact from foreign currency rates.
These increases were partially offset by reduced sales in U.S. department
stores due to lower sales of certain promotional items, fewer fragrance
launches this year and the adverse impact in travel retail and certain
international markets during the first quarter of the fiscal year from the
Severe Acute Respiratory Syndrome (SARS) epidemic and the Iraqi War.

     GROSS PROFIT.  Gross profit increased approximately 1.0% to $241.2
million for the nine months ended October 25, 2003, from $239.7 million for
the nine months ended October 26, 2002. Gross margin decreased to 40.2% of net
sales for the nine months ending October 25, 2003 from 41.2% in the
corresponding prior year period. The increase in gross profit was due to
higher sales and lower gift with purchase costs, partially offset by a higher
percentage of sales of distributed brands, which have lower gross margins than
owned and licensed brands.

     SG&A.  Selling, general and administrative expenses increased
approximately $13.2 million, or approximately 8.1%, to $176.4 million for the
nine months ended October 25, 2003, from $163.2 million for the nine months
ended October 26, 2002.  The increase in selling, general and administrative
expenses as compared to the prior year period was due to the unfavorable
impact from foreign currency rates, increased advertising expenses and higher
incentive compensation costs. This increase was partially offset by favorable
bad debt experience and reduced information technology costs.  As a percentage
of net sales, selling, general and administrative expenses increased to 29.4%
for the nine months ended October 25, 2003, as compared with 28.0% in the
prior year.  In the second quarter of our current fiscal year, we recorded
additional rent expense of approximately $667,000, which is a cumulative
correction to previously recorded amounts and is related to scheduled rent
increases and lease incentives in certain of our operating leases.  This
expense was not material to our results of operations during the periods to
which the adjustment related or in the period recorded and, as such, prior
periods were not adjusted.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
approximately $2.0 million to $15.3 million in the nine months ended October
25, 2003, as compared to $17.3 million for the nine months ended October 26,
2002, principally due to certain assets and intangibles that were fully
depreciated and amortized at the end of the prior fiscal year.


                              - 25 -

     INTEREST EXPENSE.  Interest expense, net of interest income, decreased by
approximately $1.3 million to $31.0 million for the nine months ended October
25, 2003, as compared to $32.3 million for the nine months ended October 26,
2002, principally as a result of lower principal balances of the 10 3/8%
Senior Notes due 2007 resulting from our redemption activities as well as
lower interest rates under our credit facility.

     OTHER INCOME (EXPENSE). Other expense includes a charge of $290,000
related to the early extinguishment of our 10 3/8% Senior Notes due 2007 on
October 24, 2003. This expense is comprised of the call premium of
approximately $691,000 less approximately $401,000 for the non-cash write-off
of unamortized debt issue premiums, net of original issue costs.

     PROVISION FOR INCOME TAXES.  The provision for income taxes was
approximately $5.3 million for the nine months ended October 25, 2003, as
compared with $9.5 million for the nine months ended October 26, 2002,
reflecting a lower effective tax rate.  The effective tax rate calculated as a
percentage of income before income taxes for the nine months ended October 25,
2003 and October 26, 2002 was 28.7% and 34.9%, respectively.

     NET INCOME.  Net income decreased approximately $4.6 million, or 25.9%,
to $13.1 million for the nine months ended October 25, 2003, as compared to
$17.7 million in the prior year period.  The decrease was a result of higher
selling, general and administrative expenses partially offset by higher net
sales, lower depreciation and amortization expense and a lower tax rate.

     ACCRETION AND DIVIDEND ON PREFERRED STOCK.  The accretion and dividend on
preferred stock, which  is a non-cash charge to net loss attributable to
common shareholders, represents the accretion of the original carrying value
of $8.5 million of the Series D convertible preferred stock to its liquidation
preference, and the imputed dividends on such preferred stock. For the nine
months ended October 25, 2003 and October 26, 2002, the aggregate accretion
(excluding the accelerated accretion on the converted Series D convertible
preferred stock) and dividend relating to the Series D convertible preferred
stock, including the converted Series D convertible preferred stock, was
approximately $3.0 million and $2.7 million, respectively. See Note 9 to the
Notes to Unaudited Consolidated Financial Statements.

     ACCELERATED ACCRETION ON CONVERTED PREFERRED STOCK.  In October 2003, we
recorded accelerated accretion on the Series D convertible preferred stock of
$18.6 million for the preferred stock converted into common stock that was
sold in the public offering in October 2003. See Note 9 to the Notes to
Unaudited Consolidated Financial Statements.

     NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS.  Principally due
to the accelerated accretion of the fair value of the Series D convertible
preferred stock converted into common stock in October 2003, the net loss
attributable to common shareholders was $8.4 million for the nine months ended
October 25, 2003 as compared with net income attributable to common
shareholders of $14.9 million for the nine months ended October 26, 2002. As a
result of the accelerated accretion on the conversion of $25 million of the
aggregate liquidation preference of our Series D convertible preferred stock
into common stock on October 22, 2003, our fully diluted net income per share
for the nine months ended October 25, 2003 was reduced by $1.02 per share.

     EBITDA.  EBITDA (net income plus the provision for income taxes (or net
loss less the benefit from income taxes), plus interest expense, plus
depreciation and amortization expense) decreased approximately $12.1 million,
or 15.8%, to $64.6 million ($64.8 million excluding charges related to the
early extinguishment of debt) for the nine months ended October 25, 2003, as
compared to income of $76.7 million for the nine months ended October 26,
2002.  The decrease in EBITDA was the result of higher selling, general and
administrative expenses partially offset by higher net sales.

     EBITDA should not be considered as an alternative to operating income
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of our operating performance or
to net cash provided by operating, investing and financing activities (as
determined in accordance with generally accepted accounting principles) as a
measure of our ability to meet cash needs.  We believe that EBITDA is a
measure commonly reported and widely used by investors and other interested
parties as a measure of a Company's operating performance and debt servicing
ability because it assists in comparing performance on a consistent basis
without regard to capital structure (particularly when acquisitions are
involved), depreciation and amortization, which can vary significantly
depending upon


                              - 26 -


accounting methods (particularly when acquisitions are involved) or
non-operating factors (such as historical cost).  Accordingly, as a result of
our capital structure and the accounting method used for our acquisitions, we
believe EBITDA is a relevant measure.  This information has been disclosed
here to permit a more complete comparative analysis of our operating
performance relative to other companies and of our debt servicing ability.
EBITDA, may not, however, be comparable in all instances to other similar
types of measures.

     The following is a reconciliation of net income, as determined in
accordance with generally accepted accounting principles, to EBITDA:
<TABLE>
<CAPTION>
                                                (Unaudited)
     (Dollars in thousands)                  Nine Months Ended
                                         --------------------------
                                         October 25,    October 26,
                                            2003           2002
                                         -----------    -----------
     <S>                                   <C>            <C>
     Net income                            $13,098        $17,666
     Plus:
       Provision for income taxes            5,272          9,455
       Interest expense, net                31,007         32 321
       Depreciation and amortization        15,253         17,280
                                           -------        -------
         EBITDA including debt
          extinguishment charges            64,630         76,722
       Debt extinguishment charges             168             --
                                           -------        -------
         EBITDA excluding debt
          extinguishment charges           $64,798        $76,722
                                           =======        =======
</TABLE>
CONSOLIDATION OF DISTRIBUTION FACILITIES

     On November 3, 2003, we announced that we intend to consolidate our U.S.
distribution operations into a single distribution facility in Roanoke,
Virginia by March 2004. We expect to incur pre-tax charges of approximately
$3.5 million by March 2004 related to costs associated with the consolidation,
including severance pay, outplacement services, and health insurance
assistance for severed employees. Approximately $2.0 million to $2.5 million
is expected to be incurred in the fourth quarter ending January 31, 2004 and
the balance, which is approximately $1.0 million, is expected to be incurred
in the first quarter ended May 1, 2004.

     In connection with the facility consolidation, we expect to realize
estimated savings of approximately $2 million to $4 million during the fiscal
year ended January 31, 2005, and approximately $4 million to $6 million on an
annual basis for the fiscal years thereafter.  The U.S. workforce will be
reduced by approximately 10%.

FINANCIAL CONDITION

     For the nine months ended October 25, 2003, net cash used in operating
activities totaled $109.0 million, compared with $110.8 million of net cash
used in operating activities for the nine months ended October 26, 2002. The
decrease in cash used versus a year ago is due primarily to a lower increase
in accounts receivable balance as days sales outstanding in net receivables
has decreased as compared to the prior year period as calculated on a rolling
twelve month basis. This has been partially offset by an increase in
inventories and a smaller increase in accounts payable.  These increases are
primarily due to the purchase of inventories for certain additional brands we
began to distribute this year and the timing of payments to suppliers.

     Net cash used in investing activities totaled $6.6 million for the nine
months ended October 25, 2003, compared to $6.5 million for the nine months
ended October 26, 2002. Net cash provided by financing activities totaled
$115.3 million for the nine months ended October 25, 2003, compared to $115.5
million in the prior year. Short-term debt decreased primarily due to the pay
down of the credit facility with approximately $63 million in net proceeds
from the offering of common stock completed on October 22, 2003. The decrease
in short-term debt was partially offset by the repurchase of approximately
$30 million in aggregate principal


                              - 27 -

<PAGE>
amount of 10 3/8% Senior Notes due 2007 during this fiscal year from proceeds
from the revolving credit facility.

     On October 22, 2003, we closed a public offering of 5,750,000 shares of
common stock at $18.25 per share. We sold 3,666,667 shares of common stock in
the offering, and an affiliate of Unilever sold 2,083,333 shares. The gross
proceeds before the offering discount of $3.8 million and approximately
$400,000 of offering expenses was $66.9 million, resulting in net proceeds to
us of approximately $62.7 million.  We used the net proceeds to redeem $56
million aggregate principal amount of the 11 3/4% Senior Notes due 2011 on
November 21, 2003 at a redemption price of 111.75% of the principal amount,
plus accrued interest.  We did not receive any proceeds from the sale of the
shares by the affiliate of Unilever. Unilever's affiliate converted $25
million of aggregate liquidation preference of our Series D convertible
preferred stock, $.01 par value into common stock, which it sold in the
offering.

     On November 21, 2003, we repurchased $56 million aggregate principal
amount of 11 3/4% Senior Notes due 2011.  The redemption price was 111.75% of
the principal amount, plus accrued interest.  We used the proceeds received
from the public offering of our common stock, which was completed on October
22, 2003, to repurchase the 11 3/4% Senior Notes due 2011. See Note 9 to the
Notes to Unaudited Consolidated Financial Statements.  As a result of this
redemption, we will incur in the fourth quarter ending January 31, 2004 a
pre-tax charge of approximately $8.7 million related to the early
extinguishment of the 11 3/4% Senior Notes due 2011.  Pending the closing of
the redemption, we used the proceeds received from the public offering of
common stock to temporarily pay down the credit facility.

     On November 18, 2003, we issued a notice to the trustee under the
indentures dated as of May 13, 1997 and April 27, 1998 relating to our 10 3/8%
Senior Notes due 2007 calling for redemption $20 million aggregate principal
amount of 10 3/8% Senior Notes due 2007. The redemption price will be 103.458%
of the principal amount, plus accrued interest. The redemption date will be
December 17, 2003 and we will use our borrowings under the credit facility to
repurchase the 10 3/8% Senior Notes due 2007.  As a result of this
transaction, we expect to incur in the fourth quarter ending January 31, 2004
a pre-tax charge of approximately $500,000 related to the early extinguishment
of the 10 3/8% Senior Notes due 2007.

     We currently have a credit facility with a syndicate of banks that
provides for borrowings on a revolving basis of up to $200 million with a $25
million sublimit for letters of credit.  The facility matures in January 2006.
Borrowings under this facility are limited to a "borrowing base" based on
eligible accounts receivable and inventories and are collateralized by a first
priority lien on all of our U.S. accounts receivable and inventory.  Our
obligations under the credit facility rank pari passu, or equal in right of
payment, with our senior notes.  The credit facility has only one financial
maintenance covenant, which is a fixed charge coverage ratio that applies only
if average borrowing availability under the credit facility is less than $50
million.  No financial covenant was applicable for the nine months ended
October 25, 2003. The credit facility prohibits the payment of dividends on
our common stock and other distributions to common shareholders and restricts
us from incurring additional non-trade indebtedness, except that we are
permitted to repurchase up to $4 million of common stock.

     Borrowings under the revolving credit portion of the credit facility bear
interest at a floating rate based on the "Applicable Margin," which is
determined by reference to our ratio of consolidated debt to EBITDA (net
income plus the provision for income taxes or net loss less the benefit from
income taxes, plus interest expense, plus depreciation and amortization
expense).  At our option, the Applicable Margin may be applied to either the
LIBOR or the prime rate.  The Applicable Margin for LIBOR and prime rate
borrowings ranges from 2.25% to 3.00% and .5% to 1.25%, respectively.  As of
October 25, 2003, the applicable margin was 2.75% for LIBOR loans and 1.00%
for prime rate loans.  As of October 25, 2003, we had approximately $241
million of eligible receivables and inventories available as collateral under
the credit facility.  Therefore, we had the full $200 million of borrowing
capacity under the credit facility with a remaining availability of $112.5
million.

     We believe that cash from operations and the availability under our
credit facility should be adequate to support currently planned business
operations and capital expenditures.  If our actual operating results deviate
significantly from our projections, however, we may not remain in compliance
with the covenant of the credit facility and would not be allowed to borrow
under the credit facility.  In addition, a default under our revolving credit
facility that causes acceleration of the debt under this facility could
trigger a default on our senior notes.  In the event we are not able to borrow
under our credit facility, we would be required to develop


                              - 28 -

<PAGE>
an alternative source of liquidity.  There is no assurance that we could
obtain replacement financing or what the terms of such financing, if
available, would be.

RECENTLY ADOPTED ACCOUNTING STANDARDS

     In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation   Transition and
Disclosure   an Amendment of FASB Statement No. 123."  This statement amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair market
value based method of accounting for stock-based employee compensation.  In
addition, this statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.  As of October 25, 2003, we
have elected not to make a change to the fair market value of accounting for
stock-based compensation; however, we did adopt the disclosure provisions of
SFAS No. 148.  We will continue to account for employee stock options under
the intrinsic value method pursuant to APB No. 25, "Accounting for Stock
Issued to Employees" and related interpretations, under which no compensation
costs were required to be recognized by us for the periods presented.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS 150").  SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity in its statement of financial position.  It requires
that an issuer classify a financial instrument that is within its scope as a
liability, because the financial instrument embodies an obligation of the
issuer.  SFAS 150 became effective in the third quarter ended October 25,
2003.  This standard did not materially impact our consolidated financial
statements.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     INTEREST RATE RISK.  As of October 25, 2003, we had approximately $87
million outstanding under our credit facility subject to variable interest
rates.  Our borrowings under our credit facility are seasonal, with peak
borrowings in the third quarter of our fiscal year.  To date, we have not
engaged in derivative transactions with respect to our interest-bearing debt.

     FOREIGN CURRENCY RISK.  We sell our products in approximately 90
countries around the world.  For the three and nine months ended October 25,
2003, we derived approximately 26% and 32%, respectively, of our net sales
from our international operations.  We derive our sales in various different
currencies, including the Euro, British pound, Swiss franc, Canadian dollar
and Australian dollar, as well as the U.S. dollar.  Our operations may be
subject to volatility because of currency changes, inflation changes and
changes in political and economic conditions in the countries in which we
operate. With respect to our international operations, our sales and expenses
are typically denominated in local currency, while costs of goods sold are
denominated in a combination of local currency and the U.S. dollar.  Our
results of operations are reported in U.S. dollars.  Fluctuations in currency
rates can affect our reported sales, margins, operating costs and the
anticipated settlement of our foreign denominated receivables and payables.
Most of our skin care and cosmetic products are produced in a manufacturing
facility located in Roanoke, Virginia.  A weakening of the foreign currencies
in which we generate sales relative to the currencies in which our costs are
denominated, which is primarily the U.S. dollar, may decrease our reported
cash flow and operating profits.  Our competitors may or may not be subject to
the same fluctuations in currency rates, and our competitive position could be
affected by these changes.

     While we may engage in currency hedging transactions, primarily forward
exchange contracts, to reduce the exposure of our cash flows to fluctuations
in currency rates, we did not engage in foreign currency hedging activities
during the nine months ended October 25, 2003.  There can be no assurance that
our hedging operations, if any, will eliminate or substantially reduce risks
associated with fluctuating exchange rates.


                              - 29 -

<PAGE>
ITEM 4.   CONTROLS AND PROCEDURES

     The Company's Chairman and Chief Executive Officer and Executive Vice
President and Chief Financial Officer, who are the principal executive officer
and principal financial officer, respectively, have evaluated the
effectiveness and operation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
quarterly report (the "Evaluation Date"). Based upon such evaluation, they
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures are functioning effectively to provide reasonable
assurance that information required to be disclosed by the Company in its
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended, has been recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms.

     There have been no changes in the Company's internal control over
financial reporting during the fiscal quarter covered by this quarterly report
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.


                              - 30 -

<PAGE>
PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit
Number                                 Description
-------      ----------------------------------------------------------------
  3.1        Amended and Restated Articles of Incorporation of the Company
             dated January 24, 2001 (incorporated herein by reference to
             Exhibit 3.1 filed as part of the Company's Form 8-K dated
             February 7, 2001 (Commission File No. 1-6370)).

  3.2        Amended and Restated By-laws of the Company (incorporated herein
             by reference to Exhibit 3.3 filed as part of the Company's Form
             10-Q for the three months ended October 31, 2000 (Commission File
             No. 1-6370)).

  4.1        Indenture, dated as of May 13, 1997, between the Company and HSBC
             Bank USA (formerly Marine Midland Bank), as trustee (incorporated
             herein by reference to Exhibit 4.1 filed as part of the Company's
             Form 8-K dated May 13, 1997 (Commission File No. 1-6370)).

  4.2        Second Supplemental Indenture, dated as of January 23, 2001, to
             Indenture dated as of May 13, 1997, by and among the Company, the
             guarantors signatory thereto and HSBC Bank USA, as trustee
             (incorporated herein by reference to Exhibit 4.2 filed as part of
             the Company's Registration Statement on Form S-4 on February 21,
             2001 (Registration No. 333-55310)).

  4.3        Indenture, dated as of April 27, 1998, between the Company and
             HSBC Bank USA, as trustee (incorporated herein by reference to
             Exhibit 4.1 filed as part of the Company's Form 8-K dated
             April 27, 1998 (Commission File No. 1-6370)).

  4.4        Second Supplemental Indenture, dated as of January 23, 2001, to
             Indenture dated as of April 27, 1998, by and among the Company,
             the guarantors signatory thereto and HSBC Bank USA, as trustee
             (incorporated herein by reference to Exhibit 4.4 filed as part of
             the Company's Registration Statement on Form S-4 on February 21,
             2001 (Registration No. 333-55310)).

  4.5        Indenture, dated as of January 23, 2001, among the Company, FD
             Management, Inc., DF Enterprises, Inc., FFI International, Inc.,
             Elizabeth Arden GmbH, as guarantors, and HSBC Bank USA, as
             trustee (incorporated herein by reference to Exhibit 4.1 filed as
             part of the Company's Form 8-K dated February 7, 2001 (Commission
             File No. 1-6370)).

  4.6        Security Agreement, dated as of January 23, 2001, made by the
             Company and certain of its subsidiaries in favor of HSBC Bank
             USA, as collateral agent (incorporated herein by reference to
             Exhibit 4.4 of the Company's Form 8-K on February 7, 2001
             (Commission File No. 1-6370)).


<PAGE>
  4.7        Second Amended and Restated Credit Agreement dated as of
             December 24, 2002 among the Company, JP Morgan Chase Bank, as
             administrative agent, Fleet National Bank, as collateral agent,
             and the banks listed on the signature pages thereto (incorporated
             by reference to Exhibit 4.1 filed as part of the Company's Form
             8-K dated December 30, 2002 (Commission File No. 1-6370)).

  4.8        Amended and Restated Security Agreement dated as of January 29,
             2001, made by the Company and certain of its subsidiaries in
             favor of Fleet National Bank, as administrative agent
             (incorporated herein by reference to Exhibit 4.5 filed as part of
             the Company's Form 8-K dated February 7, 2001 (Commission File
             No. 1-6370)).

 10.1        2000 Stock Incentive Plan as amended on June 25, 2003
             (incorporated herein by reference to Exhibit 10.1 filed as part
             of the Company's Form 10-Q for the quarter ended July 26, 2003
             (Commission File No. 1-6370)).

 10.2        Amended Non-Employee Director Stock Option Plan as amended on
             March 18, 2003 (incorporated herein by reference to Exhibit 10.2
             filed as a part of the Company's Form 10-Q for the quarter ended
             April 26, 2003 (Commission File No. 1-6370)).


                              - 31 -

<PAGE>
Exhibit
Number                                 Description
-------      ----------------------------------------------------------------
 10.3        Amended 1995 Stock Option Plan (incorporated herein by reference
             to Exhibit 4.12 filed as a part of the Company's Registration
             Statement on Form S-8 dated July 7, 1999 (Commission File No.
             1-6370)).

 10.4        Amended 2002 Employee Stock Purchase Plan (incorporated herein by
             reference to Exhibit 10.4 filed as a part of the Company's Form
             10-Q for the quarter ended April 26, 2003 (Commission File No.
             1-6370)).

 10.5        Amended and Restated Deed of Lease dated as of January 17, 2003,
             between the Company and Liberty Property Limited Partnership
             (incorporated herein by referenced to Exhibit 10.5 filed as a
             part of the Company's Form 10-Q for the quarter ended April 26,
             2003 (Commission File No. 1-6370)).

 31.1        Certification of Chief Executive Officer.

 31.2        Certification of Chief Financial Officer.

   32        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     The foregoing list omits instruments defining the rights of holders of
our long-term debt where the total amount of securities authorized thereunder
does not exceed 10% of our total assets.  We hereby agree to furnish a copy of
each such instrument or agreement to the Commission upon request.

(b)  Reports on Form 8-K.

     On September 4, 2003 we filed a current report on Form 8-K dated
September 4, 2003, which furnished, under Item 9, the press release announcing
the financial results for our second quarter ended July 26, 2003, and provided
net sales and diluted earnings per share guidance for the remainder of fiscal
2004.

     On October 2, 2003 we filed a current report on Form 8-K dated October 2,
2003, which furnished, under Item 9 the press release announcing our
filing with the Commission of a preliminary prospectus supplement to our
existing shelf registration relating to a proposed offering of common stock.

     On October 17, 2003 we filed a current report on Form 8-K dated October
17, 2003, which furnished, under Item 9, the press release announcing the
pricing for the common stock to be sold in an offering.

     On October 23, 2003 we filed a current report on Form 8-K dated
October 22, 2003, which reported, under Item 5, that the public offering of
5,750,000 shares of our common stock closed and which filed under Item 7 the
underwriting agreement relating to such offering and the opinion of Weil,
Gotshal & Manges, LLP regarding the shares sold in the offering.  We also
furnished, under Item 9, the press release relating to the closing of the
public offering for our common stock.

                              - 32 -
                                  SIGNATURES

     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.


                                        ELIZABETH ARDEN, INC.


Date:  December 8, 2003                 /s/ E. Scott Beattie
       ----------------                 --------------------
                                        E. Scott Beattie
                                        Chairman and Chief Executive Officer
                                        (Principal Executive Officer)


Date:  December 8, 2003                 /s/ Stephen J. Smith
       ----------------                 --------------------
                                        Stephen J. Smith
                                        Executive Vice President and Chief
                                         Financial Officer
                                        (Principal Financial and Accounting
                                         Officer)


<PAGE>
                                 EXHIBIT INDEX

Exhibit
Number                                 Description
-------      ----------------------------------------------------------------
 31.1        Certification of Chief Executive Officer.

 31.2        Certification of Chief Financial Officer.

   32        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                              - 34 -