SECURITIES AND EXCHANGE COMMISSION

                      Washington D.C. 20549
                                 
  
                             FORM 8-K
                          CURRENT REPORT
                                 
  
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
                                 
  
  
Date of Report (Date of earliest event reported):  January 21, 1999
  
  
  
                     FRENCH FRAGRANCES, INC.
      (Exact name of registrant as specified in its charter)
                                 
  
  
  
            Florida                  1-6370           59-0914138
 (State or other jurisdiction     (Commission       (IRS Employer
      of incorporation)           File Number)    Identification No.)



         14100 N.W. 60th Avenue
          Miami Lakes, Florida                       33014
 (Address of principal executive offices)          (Zip Code)
  
  
  
Registrant's telephone number, including area code:  (305) 818-8000





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  (Former name or former address, if changed since last report)


Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
 
         On January 21, 1999, French Fragrances, Inc. (the "Company"),
consummated the acquisition (the "PSI Acquisition") of certain assets
of Paul Sebastian, Inc. ("PSI"), a manufacturer, marketer and
distributor of prestige fragrance products, including trademarks or
licenses to manufacture and distribute the fragrance brands PS Fine
Cologne for Men, Design for Women, Design for Men, Casual for Women,
Casual for Men and Cigar Aficionado, inventory, returns, accounts
receivable, books and records, fixed assets (consisting of 
manufacturing tools, dyes and molds), claims and goodwill
(collectively, the "Acquired  Assets").  The  purchase price for the
Acquired Assets consisted of approximately $9.0 million in cash and a
subordinated debenture of $500,000 (the "Debenture").  The purchase
price for the acquisition was based on negotiations between the
Company and PSI.  The cash portion of the purchase price was financed
from available cash from operations.  The Debenture is non-interest
bearing, with the principal amount being payable in 18 months from the
date of closing of the PSI Acquisition, and is being held by the
Company as security for PSI's indemnification obligations under the
Asset Purchase Agreement.  The Company did not assume any facility
leases and intends to use the manufacturing tools, dyes and molds
acquired from PSI for its fragrance operations in the same manner as
PSI used such property.
 
         Included as Exhibit 2.1 is the Asset Purchase Agreement
between the Company and PSI, and as such, the foregoing description is
qualified in its entirety by reference to and incorporation of the
terms and provisions thereof.
 
Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)      Financial Statements of PSI
 
         The financial statements required by this Item will be filed
by amendment not later than 60 days after the date this Form 8-K must
be filed with the Commission. 

(b)      Pro Forma Financial Information
 
         The financial information required by this Item will be filed
by amendment not later than 60 days after the date this Form 8-K must
be filed with the Commission. 
 
(c)      Exhibits
 
2.1*     Asset Purchase Agreement dated as of January 20, 1999,
between the Company and PSI.

*  The exhibits (consisting primarily of conveyance documents and
instruments representing the consideration paid by the Company) and
disclosure schedules to this Agreement setting forth information
relating to the representations, warranties and covenants have been
omitted.  The registrant agrees to furnish supplementally copies of
these documents to the Commission upon request. 
 
   The foregoing list omits instruments defining the rights of holders
of long term debt of the Company where the total amount of securities
authorized thereunder does not exceed 10% of the total assets of the
Company.  The registrant agrees to furnish a copy of such instrument
or agreement to the Commission upon request.  



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                            SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized. 
 
 
                                FRENCH FRAGRANCES, INC.
 
 
Date:  February 3, 1999         /s/ William J. Mueller
                                -------------------------------
                                William J. Mueller
                                Vice President - Operations and
                                Chief Financial Officer


                              EXHBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION
- -------                        -----------
2.1            Asset Purchase Agreement dated as of January 20, 1999,
               between the Company and PSI.