FRENCH FRAGRANCES INC
10-C, 1996-07-24
FOOTWEAR, (NO RUBBER)
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-C

         Report by Issuer of Securities Quoted on NASDAQ

                   Interdealer Quotation System

          Filed pursuant to Section 13 or (15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                       or 15d-17 thereunder


                     French Fragrances, Inc.
          (Exact name of issuer as specified in charter)


                        14100 NW 60 Avenue
                    Miami Lakes, Florida 33014
             (Address of principal executive offices)

Issuer's telephone number, including area code    (305) 620-9090

            I. CHANGE IN NUMBER OF SHARES OUTSTANDING
     Indicate any change (increase or decrease) of 5% or more in the number 
     of shares outstanding:

1.   Title of Security:   Common Stock, $.01 Par Value
                          ----------------------------
2.   Number of shares outstanding before the change:     9,679,873
                                                         ---------
3.   Number of shares outstanding after the change:     12,995,127
                                                        ----------
4.   Effective date of change:  July 3, 1996
                                ------------
5.   Method of change:
     Specify method (such as merger, acquisition, exchange, distribution,
     stock split, reverse split, acquisition of stock for treasury, etc.)

     Issuance in connection with Public Offering
     -------------------------------------------
     Give brief description of transaction:

     The Company sold 3,250,000 shares of Common Stock to the public at 
     $6.00 per share.  In addition, certain  shareholders of the Company 
     sold 1,750,000 shares of Common Stock (65,250 of which were issued by 
     the Company following conversion of Series B Convertible Preferred 
     Stock, $.01 Par Value into Common Stock) at $6.00 per share.
     ---------------------------------------------------------------------

                   II. CHANGE IN NAME OF ISSUER

1.   Name prior to change     ___________________________________
2.   Name after change        ___________________________________
3.   Effective date of charter amendment changing name __________
4.   Date of shareholder approval of change, if required ________


Date: July 23, 1996                      /s/ OSCAR E. MARINA
      -------------                      -------------------
                                         Oscar E. Marina
                                         Vice President and Secretary



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