As filed with the Securities and Exchange Commission on October __, 2002
                                   Registration No. 333-______________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                           ------------

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                           ------------

                      ELIZABETH ARDEN, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)

                    Florida                                   59-0914138
(State or Other Jurisdiction of Incorporation              (I.R.S. Employer
               or Organization)                           Identification No.)

                      14100 N.W. 60th Avenue
                   Miami Lakes, Florida  33014
                          (305) 818-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
            Registrant's Principal Executive Offices)

                         Oscar E. Marina
       Senior Vice President, General Counsel and Secretary
                      Elizabeth Arden, Inc.
                      14100 N.W. 60th Avenue
                   Miami Lakes, Florida  33014
                          (305) 818-8114
(Name, Address, Including Zip Code, and Telephone Number, Including
                 Area Code, of Agent for Service)


     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
                     (Full Title of the Plan)

                 Copies of all communications to:
                        Jonathan L. Awner
                Akerman, Senterfitt & Eidson, P.A.
                 One S.E. 3rd Avenue, 28th Floor
                    Miami, Florida 33131-1704
                          (305) 374-5600

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                 Proposed      Proposed
                                                 Maximum       Maximum
                                                 Offering      Aggregate     Amount of
         Title of              Amount to be      Price Per     Offering      Registration
Securities to be Registered    Registered (1)    Share (2)     Price (2)     Fee
---------------------------   ----------------   ---------     ----------    ------------
<S>                           <C>                <C>           <C>           <C>
Common Stock, par value
  $.01 per share              1,000,000 shares   $10.67        $10,665,000   $981.18
-----------------------------------------------------------------------------------------

(1)  This Registration Statement also covers any additional shares that may hereafter
     become issuable as a result of the adjustment provisions of the Elizabeth Arden,
     Inc. 2002 Employee Stock Purchase Plan.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended.
</TABLE>

<PAGE>
                              PART I

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Elizabeth Arden, Inc. 2002
Employee Stock Purchase Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.  Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.  The documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II hereof will be available to participants in the stock purchase
plan, without charge, upon written or oral request.  Any such request should
be directed to Elizabeth Arden, Inc., 200 First Stamford Place, Stamford,
Connecticut 06902, Attention:  Senior Vice President, Finance and Corporate
Development, telephone:  (203) 462-5809.


                                1

<PAGE>
<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                   (Not Required in Prospectus)


Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed by Elizabeth Arden,
Inc. with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
are incorporated herein by reference:

         (a)  Our Annual Report on Form 10-K for the fiscal year ended
              January 31, 2002;
         (b)  Our Quarterly Report on Form 10-Q for the quarter ended
              April 27, 2002;
         (c)  Our Quarterly Report on Form 10-Q for the quarter ended
              July 27, 2002;
         (d)  Our Current Reports on Form 8-K filed on March 15, 2002,
              June 7, 2002 and September 6, 2002; and
         (e)  The description of our common stock contained in the
              Registration Statement on Form 8-A filed with the Commission
              on September 4, 1997, as amended by the Amendment to
              Registration Statement on Form 8-A, filed with the Commission
              on September 30, 1997, and any amendment or report filed with
              the Commission for the purpose of updating such description.

         In addition, all documents filed by the company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such document with the Commission.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed to
constitute a part of the Registration Statement, except as so modified or
superseded.

Item 4.  Description of Securities.

         Not applicable.  The class of securities to be offered is registered
under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Elizabeth Arden's Amended and Restated Articles of Incorporation
provide that it shall indemnify all directors and officers of the company, as
well as any agents or employees (other than officers) of the company with
whom the company has agreed to grant indemnification, to the fullest extent
permitted by law.  This indemnification includes advances by the company of
costs, charges and expenses (including attorney's fees) incurred by an
indemnified person in defending a civil or criminal suit, action or proceeding
upon receipt of an undertaking from such person to repay all amounts advanced
if it is ultimately determined that the person is not entitled to be
indemnified by the company, and upon satisfaction of other conditions
established from time to time by the Board of Directors or which may be
required by law.

         Section 607.0850(1) of the Florida Business Corporation Act ("FBCA")
provides that a Florida corporation shall have the power to indemnify any
person who was or is a party to any proceeding (other than an action by, or in
the right of, the corporation), by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of the

                                2

<PAGE>
<PAGE>
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against liability incurred in
connection with such proceeding, including any appeal thereof, if that person
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

         Section 607.0850(2) of the FBCA provides that a Florida corporation
shall have the power to indemnify any person who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof.  Such indemnification shall
be authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect
of any claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

         Under Section 607.0850, to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or
subsection (2), or in defense of any proceeding referred to in subsection (1)
or subsection (2), or in defense of any claim, issue, or matter therein, he
shall be indemnified against expense actually and reasonably incurred by
him in connection therewith.

         Indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made only as authorized in
the specific case upon a determination that indemnification of the indemnitee
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsection (1) or subsection (2).  Such determination
shall be made by (i) a majority vote of directors who were not parties to the
proceeding or a committee consisting solely of two or more directors not
parties to the proceedings, (ii) independent legal counsel selected by a
majority vote of the directors who were not parties to the proceeding or
committee of directors (or selected by the full board if a quorum or committee
cannot be obtained), or (iii) the affirmative vote of the majority of the
corporation's shareholders who were not parties to the proceeding.
Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee or agent if a judgment
or other final adjudication establishes that his actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:  (i) a
violation of the criminal law, unless the director, officer, employee or agent
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful; (ii) a transaction from which the
director, officer, employee or agent derived an improper personal benefit;
(iii) in the case of a director, a circumstance under which the liability
provisions regarding unlawful distributions are applicable; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder.

         Section 607.0850 of the FBCA further provides that: (i)
indemnification provided pursuant to Section 607.0850 is not exclusive and
(ii) the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 607.0850.

         Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation
or any other person for any statement, vote, decision, or failure to act,


                                3

<PAGE>
<PAGE>
regarding corporate management or policy, by a director, unless: (i) the
director breached or failed to perform his duties as a director; and (ii) the
director's breach of, or failure to perform, those duties constitutes:  (A) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (B) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (C) a circumstance under
which the liability provisions regarding unlawful distributions are
applicable; (D) in a proceeding by or in the right of the corporation to
procure a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation, or willful
misconduct; or (E) in a proceeding by or in the right of someone other than
the corporation or a shareholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.

         Elizabeth Arden maintains directors' and officers' liability
insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits filed as part of this Registration Statement are as
follows:

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
    4.1 --     Amended and Restated Articles of Incorporation of the company
               (incorporated herein by reference to Exhibit 3.1 filed as part
               of the company's Form 8-K dated February 7, 2001).

    4.2 --     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 quarter ended October 31, 2000).

    4.3 --     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
               (incorporated herein by reference to Exhibit A of the company's
               Definitive Proxy Statement on Schedule 14A relating to the
               company's 2002 Annual Meeting of Shareholders filed with the
               Commission on May 17, 2002).

    4.4 --     Form of certificate of common stock of the company
               (incorporated herein by reference to Exhibit 4.1 filed as part
               of the company's Registration Statement on Form S-3/A filed
               with the Commission on November 30, 2001).

    5.1 --     Opinion of Akerman, Senterfitt & Eidson, P.A.

   23.1 --     Consent of Deloitte & Touche LLP.

   23.2 --     Consent of PricewaterhouseCoopers LLP.

   23.3 --     Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               opinion filed as Exhibit 5.1).

   24.1 --     Powers of Attorney (included as part of the signature page
               hereto).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         A.   (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:


                                4

<PAGE>
<PAGE>
                   (i)   To include any prospectus required by Section
              10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement; and

                   (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              Registration Statement or any material change to such
              information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                5
<PAGE>
                            SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, duly authorized, in the
City of Miami Lakes, State of Florida, on October 16, 2002.


                                     ELIZABETH ARDEN, INC.

                                     By:  /s/  E. Scott Beattie
                                        --------------------------
                                        E. Scott Beattie
                                        Chairman of the Board, President and
                                        Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints E. Scott Beattie and Oscar E.
Marina his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.

            Signature                  Title                     Date
            ---------                  -----                     ----

    /s/ E. Scott Beattie     Chairman of the Board,          October 16, 2002
    --------------------      President and Chief
    E. Scott Beattie          Executive Officer
                              (Principal Executive Officer)

    /s/ Stephen J. Smith     Executive Vice President and    October 16, 2002
    --------------------      Chief Financial Officer
    Stephen J. Smith          (Principal Financial and
                              Accounting Officer)


    /s/ Fred Berens                    Director              October 16, 2002
    ---------------
    Fred Berens


    /s/ George Dooley                  Director              October 16, 2002
    -----------------
    George Dooley

    /s/ Richard C. W. Mauran           Director              October 16, 2002
    ------------------------
    Richard C. W. Mauran


    /s/ William M. Tatham              Director              October 16, 2002
    ---------------------
    William M. Tatham


    /s/ J. W. Nevil Thomas             Director              October 16, 2002
    ----------------------
    J. W. Nevil Thomas


                                6

<PAGE>
                          EXHIBIT INDEX



EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
    4.1 --     Amended and Restated Articles of Incorporation of the company
               (incorporated herein by reference to Exhibit 3.1 filed as part
               of the company's Form 8-K dated February 7, 2001).

    4.2 --     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 quarter ended October 31, 2000).

    4.3 --     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
               (incorporated herein by reference to Exhibit A of the company's
               Definitive Proxy Statement on Schedule 14A relating to the
               company's 2002 Annual Meeting of Shareholders filed with the
               Commission on May 17, 2002).

    4.4 --     Form of certificate of common stock of the company
               (incorporated herein by reference to Exhibit 4.1 filed as part
               of the company's Registration Statement on Form S-3/A filed
               with the Commission on November 30, 2001).

    5.1 --     Opinion of Akerman, Senterfitt & Eidson, P.A.

   23.1 --     Consent of Deloitte & Touche LLP.

   23.2 --     Consent of PricewaterhouseCoopers LLP.

   23.3 --     Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               opinion filed as Exhibit 5.1).

   24.1 --     Powers of Attorney (included as part of the signature page
               hereto).


                                7
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "ELIZABETH ARDEN, INC. - FORM S-8 - 2002 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 24477}]
{"company-data": {"conformed-name": "ELIZABETH ARDEN INC", "cik": "0000095052", "assigned-sic": "2844", "irs-number": "590914138", "state-of-incorporation": "FL", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100600", "film-number": "02791545"}, "business-address": {"street1": "14100 NW 60TH AVE", "city": "MIAMI LAKES", "state": "FL", "zip": "33014", "phone": "305-818-8000"}, "mail-address": {"street1": "14100 N W 60TH AVE", "city": "MIAMI LAKES", "state": "FL", "zip": "33014"}, "former-company": [{"former-conformed-name": "SUAVE SHOE CORP", "date-changed": "19920703"}, {"former-conformed-name": "FRENCH FRAGRANCES INC", "date-changed": "19951212"}]}
As filed with the Securities and Exchange Commission on October __, 2002
                                   Registration No. 333-______________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                           ------------

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                           ------------

                      ELIZABETH ARDEN, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)

                    Florida                                   59-0914138
(State or Other Jurisdiction of Incorporation              (I.R.S. Employer
               or Organization)                           Identification No.)

                      14100 N.W. 60th Avenue
                   Miami Lakes, Florida  33014
                          (305) 818-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
            Registrant's Principal Executive Offices)

                         Oscar E. Marina
       Senior Vice President, General Counsel and Secretary
                      Elizabeth Arden, Inc.
                      14100 N.W. 60th Avenue
                   Miami Lakes, Florida  33014
                          (305) 818-8114
(Name, Address, Including Zip Code, and Telephone Number, Including
                 Area Code, of Agent for Service)

     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
                     (Full Title of the Plan)

                 Copies of all communications to:
                        Jonathan L. Awner
                Akerman, Senterfitt & Eidson, P.A.
                 One S.E. 3rd Avenue, 28th Floor
                    Miami, Florida 33131-1704
                          (305) 374-5600

                 CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                                 Maximum       Maximum
                                                 Offering      Aggregate     Amount of
         Title of              Amount to be      Price Per     Offering      Registration
Securities to be Registered    Registered (1)    Share (2)     Price (2)     Fee
---------------------------   ----------------   ---------     ----------    ------------
Common Stock, par value
  $.01 per share              1,000,000 shares   $10.67        $10,665,000   $981.18
-----------------------------------------------------------------------------------------

(1)  This Registration Statement also covers any additional shares that may hereafter
     become issuable as a result of the adjustment provisions of the Elizabeth Arden,
     Inc. 2002 Employee Stock Purchase Plan.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended.
PART I

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Elizabeth Arden, Inc. 2002
Employee Stock Purchase Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.  Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.  The documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II hereof will be available to participants in the stock purchase
plan, without charge, upon written or oral request.  Any such request should
be directed to Elizabeth Arden, Inc., 200 First Stamford Place, Stamford,
Connecticut 06902, Attention:  Senior Vice President, Finance and Corporate
Development, telephone:  (203) 462-5809.

                                1
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                   (Not Required in Prospectus)

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed by Elizabeth Arden,
Inc. with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
are incorporated herein by reference:

         (a)  Our Annual Report on Form 10-K for the fiscal year ended
              January 31, 2002;
         (b)  Our Quarterly Report on Form 10-Q for the quarter ended
              April 27, 2002;
         (c)  Our Quarterly Report on Form 10-Q for the quarter ended
              July 27, 2002;
         (d)  Our Current Reports on Form 8-K filed on March 15, 2002,
              June 7, 2002 and September 6, 2002; and
         (e)  The description of our common stock contained in the
              Registration Statement on Form 8-A filed with the Commission
              on September 4, 1997, as amended by the Amendment to
              Registration Statement on Form 8-A, filed with the Commission
              on September 30, 1997, and any amendment or report filed with
              the Commission for the purpose of updating such description.

         In addition, all documents filed by the company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such document with the Commission.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed to
constitute a part of the Registration Statement, except as so modified or
superseded.

Item 4.  Description of Securities.

         Not applicable.  The class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Elizabeth Arden's Amended and Restated Articles of Incorporation
provide that it shall indemnify all directors and officers of the company, as
well as any agents or employees (other than officers) of the company with
whom the company has agreed to grant indemnification, to the fullest extent
permitted by law.  This indemnification includes advances by the company of
costs, charges and expenses (including attorney's fees) incurred by an
indemnified person in defending a civil or criminal suit, action or proceeding
upon receipt of an undertaking from such person to repay all amounts advanced
if it is ultimately determined that the person is not entitled to be
indemnified by the company, and upon satisfaction of other conditions
established from time to time by the Board of Directors or which may be
required by law.

         Section 607.0850(1) of the Florida Business Corporation Act ("FBCA")
provides that a Florida corporation shall have the power to indemnify any
person who was or is a party to any proceeding (other than an action by, or in
the right of, the corporation), by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of the

                                2
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against liability incurred in
connection with such proceeding, including any appeal thereof, if that person
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

         Section 607.0850(2) of the FBCA provides that a Florida corporation
shall have the power to indemnify any person who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof.  Such indemnification shall
be authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect
of any claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

         Under Section 607.0850, to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or
subsection (2), or in defense of any proceeding referred to in subsection (1)
or subsection (2), or in defense of any claim, issue, or matter therein, he
shall be indemnified against expense actually and reasonably incurred by
him in connection therewith.

         Indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made only as authorized in
the specific case upon a determination that indemnification of the indemnitee
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsection (1) or subsection (2).  Such determination
shall be made by (i) a majority vote of directors who were not parties to the
proceeding or a committee consisting solely of two or more directors not
parties to the proceedings, (ii) independent legal counsel selected by a
majority vote of the directors who were not parties to the proceeding or
committee of directors (or selected by the full board if a quorum or committee
cannot be obtained), or (iii) the affirmative vote of the majority of the
corporation's shareholders who were not parties to the proceeding.
Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee or agent if a judgment
or other final adjudication establishes that his actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:  (i) a
violation of the criminal law, unless the director, officer, employee or agent
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful; (ii) a transaction from which the
director, officer, employee or agent derived an improper personal benefit;
(iii) in the case of a director, a circumstance under which the liability
provisions regarding unlawful distributions are applicable; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder.

         Section 607.0850 of the FBCA further provides that: (i)
indemnification provided pursuant to Section 607.0850 is not exclusive and
(ii) the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 607.0850.

         Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation
or any other person for any statement, vote, decision, or failure to act,

                                3
regarding corporate management or policy, by a director, unless: (i) the
director breached or failed to perform his duties as a director; and (ii) the
director's breach of, or failure to perform, those duties constitutes:  (A) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (B) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (C) a circumstance under
which the liability provisions regarding unlawful distributions are
applicable; (D) in a proceeding by or in the right of the corporation to
procure a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation, or willful
misconduct; or (E) in a proceeding by or in the right of someone other than
the corporation or a shareholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.

         Elizabeth Arden maintains directors' and officers' liability
insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits filed as part of this Registration Statement are as
follows:

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
    4.1 --     Amended and Restated Articles of Incorporation of the company
               (incorporated herein by reference to Exhibit 3.1 filed as part
               of the company's Form 8-K dated February 7, 2001).

    4.2 --     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 quarter ended October 31, 2000).

    4.3 --     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
               (incorporated herein by reference to Exhibit A of the company's
               Definitive Proxy Statement on Schedule 14A relating to the
               company's 2002 Annual Meeting of Shareholders filed with the
               Commission on May 17, 2002).

    4.4 --     Form of certificate of common stock of the company
               (incorporated herein by reference to Exhibit 4.1 filed as part
               of the company's Registration Statement on Form S-3/A filed
               with the Commission on November 30, 2001).

    5.1 --     Opinion of Akerman, Senterfitt & Eidson, P.A.

   23.1 --     Consent of Deloitte & Touche LLP.

   23.2 --     Consent of PricewaterhouseCoopers LLP.

   23.3 --     Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               opinion filed as Exhibit 5.1).

   24.1 --     Powers of Attorney (included as part of the signature page
               hereto).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         A.   (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                                4
(i)   To include any prospectus required by Section
              10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement; and

                   (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              Registration Statement or any material change to such
              information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, duly authorized, in the
City of Miami Lakes, State of Florida, on October 16, 2002.

                                     ELIZABETH ARDEN, INC.

                                     By:  /s/  E. Scott Beattie
                                        --------------------------
                                        E. Scott Beattie
                                        Chairman of the Board, President and
                                        Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints E. Scott Beattie and Oscar E.
Marina his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.

            Signature                  Title                     Date
            ---------                  -----                     ----

    /s/ E. Scott Beattie     Chairman of the Board,          October 16, 2002
    --------------------      President and Chief
    E. Scott Beattie          Executive Officer
                              (Principal Executive Officer)

    /s/ Stephen J. Smith     Executive Vice President and    October 16, 2002
    --------------------      Chief Financial Officer
    Stephen J. Smith          (Principal Financial and
                              Accounting Officer)

    /s/ Fred Berens                    Director              October 16, 2002
    ---------------
    Fred Berens

    /s/ George Dooley                  Director              October 16, 2002
    -----------------
    George Dooley

    /s/ Richard C. W. Mauran           Director              October 16, 2002
    ------------------------
    Richard C. W. Mauran

    /s/ William M. Tatham              Director              October 16, 2002
    ---------------------
    William M. Tatham

    /s/ J. W. Nevil Thomas             Director              October 16, 2002
    ----------------------
    J. W. Nevil Thomas

                                6
EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
    4.1 --     Amended and Restated Articles of Incorporation of the company
               (incorporated herein by reference to Exhibit 3.1 filed as part
               of the company's Form 8-K dated February 7, 2001).

    4.2 --     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 quarter ended October 31, 2000).

    4.3 --     Elizabeth Arden, Inc. 2002 Employee Stock Purchase Plan
               (incorporated herein by reference to Exhibit A of the company's
               Definitive Proxy Statement on Schedule 14A relating to the
               company's 2002 Annual Meeting of Shareholders filed with the
               Commission on May 17, 2002).

    4.4 --     Form of certificate of common stock of the company
               (incorporated herein by reference to Exhibit 4.1 filed as part
               of the company's Registration Statement on Form S-3/A filed
               with the Commission on November 30, 2001).

    5.1 --     Opinion of Akerman, Senterfitt & Eidson, P.A.

   23.1 --     Consent of Deloitte & Touche LLP.

   23.2 --     Consent of PricewaterhouseCoopers LLP.

   23.3 --     Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               opinion filed as Exhibit 5.1).

   24.1 --     Powers of Attorney (included as part of the signature page
               hereto).

                                7