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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
French Fragrances, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
357 658 103
(CUSIP Number)
Rafael Kravec
c/o French Fragrances, Inc.
14100 N.W. 60th Avenue
Miami Lakes, Florida
(305) 818-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rules 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
This document consists of ___ pages.
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SCHEDULE 13D
CUSIP No. 357 658 103 Page 2 of ___ Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rafael Kravec
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,600,551
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,600,551
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,601,551(a)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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14 TYPE OF REPORTING PERSON*
IN
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(a)Includes 1,000 shares which are owned by Mr. Kravec's daughter and
as to which he disclaims beneficial ownership.
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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This Statement is the second amendment to the Schedule 13D filed
on April 16, 1996 as amended by Amendment No. 1 dated July 3, 1996
(collectively, the "Statement") with the Securities and Exchange
Commission by Mr. Rafael Kravec in connection with his beneficial
ownership of shares of Common Stock ("Common Stock") of French
Fragrances, Inc. (the "Company"). All capitalized terms used and not
defined in this Amendment No. 2 have the meanings given to them in the
Statement. Only information which has been amended is reflected in
Amendment No. 2. Accordingly, this Amendment should be read together
with the Statement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Kravec, by virtue of Rule 13d-3
under the Securities Exchange Act of 1934 (the "Act"), may be deemed
to be the beneficial owner of 2,601,551 shares of Common Stock (the
"Kravec Shares") which includes (i) 2,144,000 shares of Common Stock
owned by Mr. Kravec, including 1,000 shares which are owned by Mr.
Kravec's daughter and as to which he disclaims beneficial ownership;
(ii) 38,583 shares of Common Stock issuable upon the conversion of
Series B Convertible Preferred Stock owned by National Trading
Manufacturing, Inc., a corporation which is controlled by Mr. Kravec
("National Trading"); (iii) 8,835 shares of Common Stock issuable upon
the conversion of Series C Convertible Preferred Stock owned by
National Trading; (iv) 234,583 shares of Common Stock issuable upon
the conversion of 7.5% Convertible Debentures owned by National
Trading; and (v) 106,800 shares of Common Stock issuable upon the
exercise of stock options. Mr. Kravec has sole voting and dispositive
power over 2,600,551 of the Kravec Shares.
On October 15, 1998, Mr. Kravec disposed of 205,000 shares
of Common Stock. $.01 par value per share (the "Common Stock") to non-
affiliates of the Company.
Mr. Kravec has not effected any transactions in the Common
Stock during the past 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 11, 1999 /s/ RAFAEL KRAVEC
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Rafael Kravec
