As filed with the Securities and Exchange Commission on October 5, 2001
                                                           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 charter)
             Florida                                   59-0914138
(State or other jurisdiction of
 incorporation or organization)           (I.R.S. Employer Identification No.)

                           --------------------------
                             14100 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                                 (305) 818-8000
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                    Elizabeth Arden 2000 Stock Incentive Plan
                           --------------------------
                              (Full Title of Plan)
                              Oscar E. Marina, Esq.
              Senior Vice President, General Counsel and Secretary
                              Elizabeth Arden, Inc.
                             14100 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                                 (305) 818-8114

          (Name, address and telephone number, including area code, of
                          agent for service of process)

                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000

                           --------------------------
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Securities to be            Amount to be        Proposed Maximum       Proposed Maximum         Amount of
Registered                                        Registered (1)      Offering Price Per     Aggregate Offering    Registration Fee
                                                                             Share                 Price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>                 <C>                      <C>
Common Stock, par value $.01 per share              1,383,750              $13.72(2)           $18,985,050(2)           $4,746
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share              1,616,250              $13.15(3)           $21,253,688(3)           $5,314
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                          $40,238,738             $10,060
===================================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

(2) Represents the registration of 1,383,750 shares of Common Stock of the
Registrant issued or issuable upon the exercise of options granted under the
Registrant's 2000 Stock Incentive Plan with a weighted average exercise price of
$13.72 per share.

(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for
the purpose of calculating the maximum aggregate offering price and the
registration fee, the proposed maximum offering price per share was based on the
average of the high and low prices of the Registrants common stock as
Registrants reported on October 5, 2001.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by Elizabeth Arden, Inc. (the "Company")
(File No. 1-6370) are incorporated herein by reference and made a part hereof:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended
                  January 31, 2001.

         (b)      Our Quarterly Reports on Form 10-Q for the quarters ended
                  April 28, 2001 and July 28, 2001.

         (c)      Our Current Reports on Form 8-K filed on February 7, 2001 and
                  July 20, 2001.

         (d)      The description of our Common Stock, contained under the
                  caption "Description of the Registrant's Securities to be
                  Registered" in the Company's 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.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

 Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  The Company has authority under Section 607.0850 of the
Florida Business Corporation Act (the "FBCA") to indemnify its directors and
officers to the extent provided for in such statute. The Company's Amended and
Restated Articles of Incorporation provide that, to the fullest extent permitted
by applicable law, as amended from time to time, the Company will indemnify any
person who was or is a director or officer of the Company, or serves or served
in such capacity with any other enterprise at the request of the Company,
against all fines, liabilities, settlements, costs and expenses asserted against
or incurred by such person in his capacity or arising out of his status as such
officer or director. The Company may also indemnify employees or agents of the
Company if the Company's Board so approves. This indemnification includes the
right to advancement of expenses when allowed pursuant to applicable law.


                                       2
<PAGE>

                  The provisions of the FBCA authorize a corporation to
indemnify its officers and directors in connection with actions, suits and
proceedings brought against them if the person acted in good faith and in a
manner which the person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal actions, had
no reasonable cause to believe the person's conduct was unlawful. Unless
pursuant to a determination by a court, the determination of whether a director,
officer or employee has acted in accordance with the applicable standard of
conduct must 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.

                  The FBCA further provides that a corporation may make any
other or further indemnity by resolution, bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, except with respect to certain
enumerated acts or omissions of such persons. Florida law prohibits
indemnification or advancement of expenses if a judgment or other final
adjudication establishes that the actions of a director, officer or employee
constitute (i) a violation of criminal law, unless the person had reasonable
cause to believe his conduct was unlawful, (ii) a transaction from which such
person derived an improper personal benefit, (iii) willful misconduct or
conscious disregard for the best interests of the corporation in the case of a
derivative action by a shareholder, or (iv) in the case of a director, a
circumstance under which a director would be liable for improper distributions
under Section 607.0834 of the FBCA. The FBCA does not affect a director's
responsibilities under any other law, such as federal securities laws.

                  At present, there is no pending litigation or other proceeding
involving a director or officer of the Company as to which indemnification is
being sought, nor is the Company aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

                  The Company maintains directors' and officers' liability
insurance for its directors and officers.




                                       3
<PAGE>

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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 (Commission File No.
         1-6370)).

4.2      Amended and Restated Bylaws of the Company (incorporated herein by
         reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter
         ended October 31, 2001 (Commission File No. 1-6370)).

4.3      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)).

4.4      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)).

4.5      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)).

4.6      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 4.3 filed as part of the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.7      Indenture, dated as of January 23, 2001, by and among the Company, FD
         Management, Inc., DF Enterprises, Inc., FFI International, Inc., FFI
         GmbH, as guarantors and HSBC Bank USA, as trustee (incorporated herein
         by reference to Exhibit 4.1 of the February 8-K).

4.8      Amended And Restated Credit Agreement dated as of January 29, 2001
         among the Company, the Banks listed on the signature pages thereto,
         Fleet National Bank, as Administrative Agent, Issuing Bank, and
         Swingline Lender, Credit Suisse First Boston, as Syndication Agent, and
         Fleet Securities, Inc. and Credit Suisse First Boston, as Joint Lead
         Arrangers and Joint Book Managers (incorporated herein by reference to
         Exhibit 4.3 of the February 8-K).

4.9      First Amendment to Amended and Restated Credit Agreement dated as of
         July 20, 2001 between Fleet National Bank, as administrative agent, the
         banks listed on the signature pages thereto and the Company
         (incorporated by reference to Exhibit 4.7 to the Company's Form 10-Q
         for the quarter ended July 28,2001 (Commission File No. 1-6370)).

4.10     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 by reference to
         Exhibit 4.5 of the February 8-K).



                                       4
<PAGE>

4.11     Warrant Agreement, dated as of January 23, 2001, by and between the
         Company and Mellon Investor Services, Inc. (incorporated herein by
         reference to Exhibit 4.8 filed as part of Amendment No. 1 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.12     Warrant Registration Rights Agreement, dated as of January 23, 2001, by
         and among the Company, Credit Suisse First Boston, Cayman Islands
         Branch and Fleet Corporate Finance, Inc. (incorporated herein by
         reference to Exhibit 4.9 filed as part of Amendment No. 7 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.13     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 February 8-K).

5.1      Opinion of Weil, Gotshal & Manges LLP.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Weil, Gotshal & Manges, LLP (contained in Exhibit 5.1).

24.1     Powers of Attorney (included in the signature pages of this
         Registration Statement).

99.1     Elizabeth Arden, Inc. 2000 Stock Incentive Plan.

<PAGE>

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

                  (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 this 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 this Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement.

                  (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 (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Securities
                  and Exchange 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.

                  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 therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  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 this 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 Securities and Exchange
                  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 or paid by a director, officer


                                       5
<PAGE>

                  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 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.













                                       6
<PAGE>

                                    SIGNATURE

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Miami Lakes, State of Florida, on October 5, 2001.

                                       Elizabeth Arden, Inc.


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

                                POWER OF ATTORNEY

                  We, the undersigned directors and officers of Elizabeth Arden,
Inc. (the "Company") and each of us, do hereby constitute and appoint E. Scott
Beattie and Oscar E. Marina, or either of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) to such Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or either of them, shall do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
  Signature                                   Title                                                     Date
  ---------                                   -----                                                     ----
<S>                                         <C>                                                  <C>
/s/ E. Scott Beattie                        Chairman of the Board, President and Chief           October 5, 2001
--------------------------------------      Executive Officer
E. Scott Beattie


/s/ Stephen J. Smith                        Executive Vice President and Chief Financial         October 5, 2001
--------------------------------------      Officer (Principal Financial and Accounting
Stephen J. Smith                            Officer)


/s/ Fred Berens                             Director                                             October 5, 2001
--------------------------------------
Fred Berens


/s/ George Dooley                           Director                                             October 5, 2001
--------------------------------------
George Dooley


                                       7
<PAGE>

/s/ Richard C. W. Mauran                    Director                                             October 5, 2001
--------------------------------------
Richard C. W. Mauran


/s/ William M. Tatham                       Director                                             October 5, 2001
--------------------------------------
William M. Tatham


/s/ J. W. Nevil Thomas                      Director                                             October 5, 2001
--------------------------------------
J. W. Nevil Thomas

</TABLE>


                                       8
<PAGE>

                                  Exhibit Index
                                  -------------

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 (Commission File No.
         1-6370)).

4.2      Amended and Restated Bylaws of the Company (incorporated herein by
         reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter
         ended October 31, 2001 (Commission File No. 1-6370)).

4.3      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)).

4.4      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)).

4.5      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)).

4.6      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 4.3 filed as part of the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.7      Indenture, dated as of January 23, 2001, by and among the Company, FD
         Management, Inc., DF Enterprises, Inc., FFI International, Inc., FFI
         GmbH, as guarantors and HSBC Bank USA, as trustee (incorporated herein
         by reference to Exhibit 4.1 of the February 8-K).

4.8      Amended And Restated Credit Agreement dated as of January 29, 2001
         among the Company, the Banks listed on the signature pages thereto,
         Fleet National Bank, as Administrative Agent, Issuing Bank, and
         Swingline Lender, Credit Suisse First Boston, as Syndication Agent, and
         Fleet Securities, Inc. and Credit Suisse First Boston, as Joint Lead
         Arrangers and Joint Book Managers (incorporated herein by reference to
         Exhibit 4.3 of the February 8-K).

4.9      First Amendment to Amended and Restated Credit Agreement dated as of
         July 20, 2001 between Fleet National Bank, as administrative agent, the
         banks listed on the signature pages thereto and the Company
         (incorporated by reference to Exhibit 4.7 to the Company's Form 10-Q
         for the quarter ended July 28,2001 (Commission File No. 1-6370)).

4.10     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 by reference to
         Exhibit 4.5 of the February 8-K).

4.11     Warrant Agreement, dated as of January 23, 2001, by and between the
         Company and Mellon Investor Services, Inc. (incorporated herein by
         reference to Exhibit 4.8 filed as part of Amendment No. 1 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).



                                       9
<PAGE>

4.12     Warrant Registration Rights Agreement, dated as of January 23, 2001, by
         and among the Company, Credit Suisse First Boston, Cayman Islands
         Branch and Fleet Corporate Finance, Inc. (incorporated herein by
         reference to Exhibit 4.9 filed as part of Amendment No. 7 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.13     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 February 8-K).

*5.1     Opinion of Weil, Gotshal & Manges LLP

*23.1    Consent of Deloitte & Touche LLP

*23.2    Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1)

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).

*99.1    Elizabeth Arden, Inc. 2000 Stock Incentive Plan.

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

  *  Filed herewith.







                                       10
[{"type": "S-8", "sequence": "1", "filename": "a9-21s8.txt", "secsgml_size_bytes": 30766}]
{"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": "333-71110", "film-number": "1753611"}, "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": "FRENCH FRAGRANCES INC", "date-changed": "19951212"}, {"former-conformed-name": "SUAVE SHOE CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on October 5, 2001
                                                           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 charter)
             Florida                                   59-0914138
(State or other jurisdiction of
 incorporation or organization)           (I.R.S. Employer Identification No.)

                           --------------------------
                             14100 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                                 (305) 818-8000
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                    Elizabeth Arden 2000 Stock Incentive Plan
                           --------------------------
                              (Full Title of Plan)
                              Oscar E. Marina, Esq.
              Senior Vice President, General Counsel and Secretary
                              Elizabeth Arden, Inc.
                             14100 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                                 (305) 818-8114

          (Name, address and telephone number, including area code, of
                          agent for service of process)

                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000

                           --------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Securities to be            Amount to be        Proposed Maximum       Proposed Maximum         Amount of
Registered                                        Registered (1)      Offering Price Per     Aggregate Offering    Registration Fee
                                                                             Share                 Price
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share              1,383,750              $13.72(2)           $18,985,050(2)           $4,746
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share              1,616,250              $13.15(3)           $21,253,688(3)           $5,314
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                          $40,238,738             $10,060
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

(2) Represents the registration of 1,383,750 shares of Common Stock of the
Registrant issued or issuable upon the exercise of options granted under the
Registrant's 2000 Stock Incentive Plan with a weighted average exercise price of
$13.72 per share.

(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for
the purpose of calculating the maximum aggregate offering price and the
registration fee, the proposed maximum offering price per share was based on the
average of the high and low prices of the Registrants common stock as
Registrants reported on October 5, 2001.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by Elizabeth Arden, Inc. (the "Company")
(File No. 1-6370) are incorporated herein by reference and made a part hereof:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended
                  January 31, 2001.

         (b)      Our Quarterly Reports on Form 10-Q for the quarters ended
                  April 28, 2001 and July 28, 2001.

         (c)      Our Current Reports on Form 8-K filed on February 7, 2001 and
                  July 20, 2001.

         (d)      The description of our Common Stock, contained under the
                  caption "Description of the Registrant's Securities to be
                  Registered" in the Company's 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.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

 Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  The Company has authority under Section 607.0850 of the
Florida Business Corporation Act (the "FBCA") to indemnify its directors and
officers to the extent provided for in such statute. The Company's Amended and
Restated Articles of Incorporation provide that, to the fullest extent permitted
by applicable law, as amended from time to time, the Company will indemnify any
person who was or is a director or officer of the Company, or serves or served
in such capacity with any other enterprise at the request of the Company,
against all fines, liabilities, settlements, costs and expenses asserted against
or incurred by such person in his capacity or arising out of his status as such
officer or director. The Company may also indemnify employees or agents of the
Company if the Company's Board so approves. This indemnification includes the
right to advancement of expenses when allowed pursuant to applicable law.

                                       2
The provisions of the FBCA authorize a corporation to
indemnify its officers and directors in connection with actions, suits and
proceedings brought against them if the person acted in good faith and in a
manner which the person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal actions, had
no reasonable cause to believe the person's conduct was unlawful. Unless
pursuant to a determination by a court, the determination of whether a director,
officer or employee has acted in accordance with the applicable standard of
conduct must 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.

                  The FBCA further provides that a corporation may make any
other or further indemnity by resolution, bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, except with respect to certain
enumerated acts or omissions of such persons. Florida law prohibits
indemnification or advancement of expenses if a judgment or other final
adjudication establishes that the actions of a director, officer or employee
constitute (i) a violation of criminal law, unless the person had reasonable
cause to believe his conduct was unlawful, (ii) a transaction from which such
person derived an improper personal benefit, (iii) willful misconduct or
conscious disregard for the best interests of the corporation in the case of a
derivative action by a shareholder, or (iv) in the case of a director, a
circumstance under which a director would be liable for improper distributions
under Section 607.0834 of the FBCA. The FBCA does not affect a director's
responsibilities under any other law, such as federal securities laws.

                  At present, there is no pending litigation or other proceeding
involving a director or officer of the Company as to which indemnification is
being sought, nor is the Company aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

                  The Company maintains directors' and officers' liability
insurance for its directors and officers.

                                       3
Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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 (Commission File No.
         1-6370)).

4.2      Amended and Restated Bylaws of the Company (incorporated herein by
         reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter
         ended October 31, 2001 (Commission File No. 1-6370)).

4.3      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)).

4.4      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)).

4.5      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)).

4.6      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 4.3 filed as part of the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.7      Indenture, dated as of January 23, 2001, by and among the Company, FD
         Management, Inc., DF Enterprises, Inc., FFI International, Inc., FFI
         GmbH, as guarantors and HSBC Bank USA, as trustee (incorporated herein
         by reference to Exhibit 4.1 of the February 8-K).

4.8      Amended And Restated Credit Agreement dated as of January 29, 2001
         among the Company, the Banks listed on the signature pages thereto,
         Fleet National Bank, as Administrative Agent, Issuing Bank, and
         Swingline Lender, Credit Suisse First Boston, as Syndication Agent, and
         Fleet Securities, Inc. and Credit Suisse First Boston, as Joint Lead
         Arrangers and Joint Book Managers (incorporated herein by reference to
         Exhibit 4.3 of the February 8-K).

4.9      First Amendment to Amended and Restated Credit Agreement dated as of
         July 20, 2001 between Fleet National Bank, as administrative agent, the
         banks listed on the signature pages thereto and the Company
         (incorporated by reference to Exhibit 4.7 to the Company's Form 10-Q
         for the quarter ended July 28,2001 (Commission File No. 1-6370)).

4.10     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 by reference to
         Exhibit 4.5 of the February 8-K).

                                       4
4.11     Warrant Agreement, dated as of January 23, 2001, by and between the
         Company and Mellon Investor Services, Inc. (incorporated herein by
         reference to Exhibit 4.8 filed as part of Amendment No. 1 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.12     Warrant Registration Rights Agreement, dated as of January 23, 2001, by
         and among the Company, Credit Suisse First Boston, Cayman Islands
         Branch and Fleet Corporate Finance, Inc. (incorporated herein by
         reference to Exhibit 4.9 filed as part of Amendment No. 7 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.13     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 February 8-K).

5.1      Opinion of Weil, Gotshal & Manges LLP.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Weil, Gotshal & Manges, LLP (contained in Exhibit 5.1).

24.1     Powers of Attorney (included in the signature pages of this
         Registration Statement).

99.1     Elizabeth Arden, Inc. 2000 Stock Incentive Plan.
Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

                  (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 this 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 this Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement.

                  (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 (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Securities
                  and Exchange 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.

                  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 therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  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 this 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 Securities and Exchange
                  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 or paid by a director, officer

                                       5
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 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.

                                       6
SIGNATURE

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Miami Lakes, State of Florida, on October 5, 2001.

                                       Elizabeth Arden, Inc.

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

                                POWER OF ATTORNEY

                  We, the undersigned directors and officers of Elizabeth Arden,
Inc. (the "Company") and each of us, do hereby constitute and appoint E. Scott
Beattie and Oscar E. Marina, or either of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) to such Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or either of them, shall do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                   Title                                                     Date
  ---------                                   -----                                                     ----
/s/ E. Scott Beattie                        Chairman of the Board, President and Chief           October 5, 2001
--------------------------------------      Executive Officer
E. Scott Beattie

/s/ Stephen J. Smith                        Executive Vice President and Chief Financial         October 5, 2001
--------------------------------------      Officer (Principal Financial and Accounting
Stephen J. Smith                            Officer)

/s/ Fred Berens                             Director                                             October 5, 2001
--------------------------------------
Fred Berens

/s/ George Dooley                           Director                                             October 5, 2001
--------------------------------------
George Dooley

                                       7
/s/ Richard C. W. Mauran                    Director                                             October 5, 2001
--------------------------------------
Richard C. W. Mauran

/s/ William M. Tatham                       Director                                             October 5, 2001
--------------------------------------
William M. Tatham

/s/ J. W. Nevil Thomas                      Director                                             October 5, 2001
--------------------------------------
J. W. Nevil Thomas
8
Exhibit Index
                                  -------------

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 (Commission File No.
         1-6370)).

4.2      Amended and Restated Bylaws of the Company (incorporated herein by
         reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter
         ended October 31, 2001 (Commission File No. 1-6370)).

4.3      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)).

4.4      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)).

4.5      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)).

4.6      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 4.3 filed as part of the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.7      Indenture, dated as of January 23, 2001, by and among the Company, FD
         Management, Inc., DF Enterprises, Inc., FFI International, Inc., FFI
         GmbH, as guarantors and HSBC Bank USA, as trustee (incorporated herein
         by reference to Exhibit 4.1 of the February 8-K).

4.8      Amended And Restated Credit Agreement dated as of January 29, 2001
         among the Company, the Banks listed on the signature pages thereto,
         Fleet National Bank, as Administrative Agent, Issuing Bank, and
         Swingline Lender, Credit Suisse First Boston, as Syndication Agent, and
         Fleet Securities, Inc. and Credit Suisse First Boston, as Joint Lead
         Arrangers and Joint Book Managers (incorporated herein by reference to
         Exhibit 4.3 of the February 8-K).

4.9      First Amendment to Amended and Restated Credit Agreement dated as of
         July 20, 2001 between Fleet National Bank, as administrative agent, the
         banks listed on the signature pages thereto and the Company
         (incorporated by reference to Exhibit 4.7 to the Company's Form 10-Q
         for the quarter ended July 28,2001 (Commission File No. 1-6370)).

4.10     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 by reference to
         Exhibit 4.5 of the February 8-K).

4.11     Warrant Agreement, dated as of January 23, 2001, by and between the
         Company and Mellon Investor Services, Inc. (incorporated herein by
         reference to Exhibit 4.8 filed as part of Amendment No. 1 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

                                       9
4.12     Warrant Registration Rights Agreement, dated as of January 23, 2001, by
         and among the Company, Credit Suisse First Boston, Cayman Islands
         Branch and Fleet Corporate Finance, Inc. (incorporated herein by
         reference to Exhibit 4.9 filed as part of Amendment No. 7 to the
         Company's Registration Statement on Form S-4 on February 21, 2001
         (Registration No. 333-55310)).

4.13     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 February 8-K).

*5.1     Opinion of Weil, Gotshal & Manges LLP

*23.1    Consent of Deloitte & Touche LLP

*23.2    Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1)

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).

*99.1    Elizabeth Arden, Inc. 2000 Stock Incentive Plan.

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

  *  Filed herewith.

                                       10