SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                  For the quarterly period ended March 31, 1999

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                For the transition period from _______ to _______

                         Commission file number 1-12271



                                  CARSON, INC.



             (Exact name of registrant as specified in its charter)


             DELAWARE                                    06-1428605             
(State or other jurisdiction of                  (I.R.S. Employer Identification
     incorporation or organization)                   Number)


                     64 Ross Road, Savannah Industrial Park
                             Savannah, Georgia 31405
          (Address, including zip code, of principal executive offices)



        Registrant's telephone number, including area code:(912) 651-3400




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period  that the  registrant was
required  to  file  such  reports), and  (2) has  been  subject  to  such filing
requirements for the past 90 days.
                                    Yes x No


   At April 15, 1999, 9,816,162 shares of the registrant's Class A Common Stock,
      par value $0.01 per share, and 5,304,700 shares of the registrant's  Class
      C Common Stock, par value $0.01 per share were outstanding.


<PAGE>




                                  CARSON, INC.

                                      INDEX

Part I.  Financial Information                                              Page

         Item 1.

         Condensed Consolidated Balance Sheets
         March 31, 1999 and December 31, 1998..................................3

         Condensed Consolidated Statements of Operations
         Three Months Ended March 31, 1999 and 1998............................4

         Condensed Consolidated Statements of Cash Flows
         Three Months Ended March 31, 1999 and 1998............................5

         Notes to Condensed Consolidated Financial Statements...............6-12

         Item 2.

         Management's Discussion and Analysis of Financial Condition
         and Results of Operations.........................................13-16


Part II.  Other Information...................................................17


         Item 6.

         (a) Exhibits ........................................................17

         (b) Reports on Form 8-K..............................................17

         Signatures...........................................................18


                                        2

<PAGE>
                                  CARSON, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                 (In thousands, except share and per share data)

                                                                               
<TABLE>
<S>                                                                                                  <C>              <C>
                                                                                                        March 31,     December 31, 
                                            ASSETS                                                          1999             1998
                                                                                                     ============     ============
                                                                                                      (Unaudited)
CURRENT ASSETS:
       Cash and cash equivalents                                                                     $    17,878      $    28,706
       Accounts receivable less allowances of $6,268 and $6,457 at March 31, 1999 and 
            December 31, 1998, respectively                                                               40,305           38,953
       Inventories                                                                                        22,065           22,825
       Restricted cash                                                                                     4,001            4,500
       Other current assets                                                                                  935              669
                                                                                                     ------------     ------------
              Total current assets                                                                        85,184           95,653

PROPERTY, PLANT AND EQUIPMENT, net                                                                        36,729           35,765

INTANGIBLES, net                                                                                         127,530          129,183

OTHER ASSETS                                                                                               6,472            6,862

                                                                                                     ------------     ------------
                      TOTAL ASSETS                                                                   $   255,915      $   267,463
                                                                                                     ============     ============


                                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable                                                                              $     8,850      $    12,584
       Due for A&J Cosmetics                                                                                  --            6,355
       Accrued expenses                                                                                   19,343           19,306
       Income taxes payable                                                                                1,803            2,508
       Current maturities of long-term debt                                                                   --              126
                                                                                                     ------------     ------------
            Total current liabilities                                                                     29,996           40,879

LONG-TERM DEBT                                                                                           134,270          133,423

OTHER LIABILITIES                                                                                          3,315            3,345

MINORITY INTEREST IN SUBSIDIARY                                                                           20,241           20,656

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value, 10,000,000 shares authorized, none outstanding                        --               --
       Common stock:
            Class A, voting, $.01 par value, 150,000,000 shares authorized,  9,816,162 and
            7,926,485 shares issued as of March 31, 1999 and December 31, 1998, respectively                  98               79
            Class B, nonvoting, $.01 par value, 2,000,000 shares authorized, 0 and 1,859,677 shares
            issued and outstanding as of March 31, 1999 and December 31, 1998, respectively                   --               19
            Class C, voting, $.01 par value, 13,000,000 shares authorized, 5,334,700 and 5,304,700 
            shares issued as of March 31, 1999 and December 31, 1998, respectively                            53               53

       Paid-in capital                                                                                    80,970           80,970
       Accumulated deficit                                                                                (3,740)          (3,920)
       Accumulated other comprehensive losses                                                             (7,725)          (6,495)
       Notes receivable from shareholders, net of discount                                                (1,226)          (1,209)
       Treasury stock, 13,245 shares of Class A common stock and 28,969 shares of Class C
                      common stock                                                                          (337)            (337)
                                                                                                     ------------     ------------
            Total stockholders' equity                                                                    68,093           69,160

                                                                                                     ------------     ------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $   255,915      $   267,463
                                                                                                     ============     ============

                        See notes to condensed consolidated financial statements.

</TABLE>

                                        3

<PAGE>
                                  CARSON, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                      (In thousands, except per share data)


<TABLE>
<S>                                                           <C>               <C>
                                                               Three Months Ended March 31,
                                                              ==============================
                                                                     1999              1998
                                                              ============      ============



Net sales                                                     $    41,653       $    31,797
Cost of goods sold                                                 19,885            15,378
                                                              ------------      ------------
Gross profit                                                       21,768            16,419
                                                              ------------      ------------

Marketing and selling expenses                                     10,324             8,691
General and administrative expenses                                 7,227             5,948
                                                              ------------      ------------
Operating expenses                                                 17,551            14,639
                                                              ------------      ------------

Operating income                                                    4,217             1,780

Interest expense                                                   (4,277)           (2,837)
Other income, net                                                     890               539
                                                              ------------      ------------

Income (loss) before income taxes and minority interest               830              (518)

(Provision for) benefit from  income taxes                           (110)              335
                                                              ------------      ------------
Income (loss) before minority interest                                720              (183)

Minority interest in earnings of subsidiary                          (540)             (318)
                                                              ------------      ------------
Net income (loss)                                             $       180       $      (501)
                                                              ============      ============


Basic and diluted net income (loss) per common share          $      0.01       $     (0.03)
                                                              ============      ============

Weighted average common shares outstanding                         15,079            14,993


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


               See notes to condensed consolidated financial statements.

</TABLE>




                                        4

<PAGE>
                                  CARSON, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (In thousands)



<TABLE>
<S>                                                                 <C>            <C>          
                                                                    Three Months Ended March 31,
                                                                           1999            1998
                                                                    ============   ============

OPERATING ACTIVITIES:
     Net income (loss)                                              $       180    $      (501)
     Adjustments to reconcile net income (loss) to
      net cash used in operating activities:
            Depreciation and amortization                                 1,759          1,608
            Provision for doubtful accounts                                 334            103
            Minority interest in earnings of subsidiary                     540            318
            Other, net                                                      364           (298)
            Changes in operating assets and liabilities:
                   Accounts receivable                                   (2,252)        (2,066)
                   Inventories                                              341         (4,075)
                   Restricted cash                                          499             --
                   Other current assets                                    (283)            (7)
                   Accounts payable                                      (3,595)         1,585
                   Accrued liabilities                                       73          2,013
                   Income taxes payable                                    (604)           383
                                                                    ------------   ------------
                        Total adjustments                                (2,824)          (436)
                                                                    ------------   ------------
            Net cash used in operating activities                        (2,644)          (937)
                                                                    ------------   ------------

INVESTING ACTIVITIES:
     Additions to property, plant and equipment                          (2,064)        (1,090)
                                                                    ------------   ------------
            Net cash used in investing activities                        (2,064)        (1,090)
                                                                    ------------   ------------

FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                     897          2,000
     Principal payments on long-term debt                                   (45)        (3,089)
     Payment on A&J Cosmetics payable                                    (6,171)        (5,416)
     Other, net                                                             (58)          (327)
                                                                    ------------   ------------
            Net cash used in financing activities                        (5,377)        (6,832)
                                                                    ------------   ------------

EFFECT OF EXCHANGE RATE CHANGES                                            (743)            --

NET DECREASE IN CASH AND CASH EQUIVALENTS                               (10,828)        (8,859)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         28,706         14,043
                                                                    ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $    17,878    $     5,184
                                                                    ============   ============


                 See notes to condensed consolidated financial statements.

</TABLE>


                                        5

<PAGE>




                                   CARSON, INC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.  Basis of Presentation

    The accompanying  condensed  consolidated  interim  financial  statements of
Carson, Inc. (the "Company") presented herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in annual  financial  statements  prepared in accordance with generally
accepted  accounting  principles  have  been  omitted  from  these  consolidated
financial  statements  pursuant  to  applicable  rules  and  regulations  of the
Securities and Exchange Commission. These financial statements should be read in
conjunction  with the audited  Consolidated  Financial  Statements and the notes
thereto of the  Company's  1998  Annual  Report on Form 10-K.  In the opinion of
management,  the accompanying  unaudited financial statements contain all normal
recurring  adjustments  necessary  to  present  fairly the  Company's  financial
position,  results of operations and cash flows at the dates and for the periods
presented.  Interim results of operations are not necessarily  indicative of the
results to be expected for a full year.  Certain prior period  amounts have been
reclassified to conform with the current period presentation.


2.    Inventories

Inventories are summarized as follows (in thousands):


                                      March 31, 1999           December 31, 1998
                             -----------------------     -----------------------
Raw materials                               $  9,751                    $  9,979
Work-in-process                                2,144                       1,938
Finished goods                                10,170                      10,908
                             -----------------------     -----------------------
                                            $ 22,065                    $ 22,825
                             =======================     =======================



3.  Comprehensive Income (Loss)

The  components of  comprehensive  income  (loss) are  summarized as follows (in
thousands):


                                                Three Months       Three Months
                                                       Ended              Ended
                                              March 31, 1999     March 31, 1998
                                            ----------------   ----------------
Net income (loss)                                   $    180           $   (501)

Other comprehensive loss:
Change in equity due to foreign currency
translation adjustments                               (1,230)              (138)
                                            ----------------   ----------------
Comprehensive loss                                  $ (1,050)          $   (639)
                                            ================   ================






                                        6

<PAGE>





4.  New Accounting Pronouncements

Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("FAS 133"), was issued in June 1998 and is
effective for fiscal years  beginning  after June 15, 1999.  The Company has not
yet  completed  its  evaluation  of the effect of this standard on its financial
statements.  However, at this time the Company does not expect FAS 133 to have a
material effect on its financial position, results of operations,  cash flows or
financial statement disclosures.


5.   Consolidating Financial Information of Carson, Inc.

The following  condensed  consolidating  financial  information is presented for
regulatory  purposes in connection with the  registration  of Carson,  Inc.'s 10
3/8% Senior Subordinated Notes due 2007 (the "Notes").  The Notes are guaranteed
on a  senior  subordinated  basis  by  Carson  Products,  Johnson  Products  and
Dermablend.  Carson Products is a direct wholly-owned subsidiary of Carson, Inc.
and Johnson  Products and Dermablend are indirect  wholly-owned  subsidiaries of
Carson,  Inc.,  which were  purchased by Carson  Products in 1998. The following
tables present condensed  consolidating  financial information for Carson, Inc.,
the guarantor  subsidiaries,  the  non-guarantor  subsidiaries  of Carson,  Inc.
(other than  inconsequential  non-guarantor  subsidiaries)  and the eliminations
necessary to arrive at the consolidated financial statements of Carson, Inc. and
its subsidiaries.  Separate financial statements for the guarantor  subsidiaries
are not included and the guarantor  subsidiaries are not filing separate reports
under the  Securities  Exchange Act of 1934,  as amended,  because the guarantor
subsidiaries have fully and  unconditionally  guaranteed the Notes, and separate
financial statements and other disclosures concerning the guarantor subsidiaries
are not deemed material to investors.

Non-guarantor  subsidiaries  include  Carson  Holdings  Limited  ("Carson  South
Africa")  and  Carson  UK  Limited  ("Carson  UK").  Carson  UK is  an  indirect
wholly-owned  subsidiary  of Carson,  Inc.  Carson  South  Africa,  an  indirect
52.6%-owned  non-guarantor  subsidiary of Carson,  Inc., has three  wholly-owned
subsidiaries  which  are  also  non-guarantors:  Carson  Products  (Proprietary)
Limited,  Carson  Products West Africa  Limited and Carson  Products East Africa
(EPZ)  Limited.   The  financial   information  for  these  three  non-guarantor
subsidiaries  is included in the  consolidated  financial  statements  of Carson
South Africa.  Carson,  Inc. also has one inactive  subsidiary  (Carson Botswana
(PTY Limited)),  which is  inconsequential to the Company and separate financial
information  for it has not been  included in these  tables.  Carson  Management
Company is a direct majority-owned subsidiary of Carson, Inc.


                                        7

<PAGE>
Consolidating Statement of Operations for the Three Months Ended March 31, 1999
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C>          

                                                Carson, Inc.        Guarantor    Non-guarantor                      Consolidated
                                                    (parent)     subsidiaries     subsidiaries    Eliminations      Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Net sales                                           $   ----         $ 30,684         $ 10,969         $  -----         $ 41,653
Cost of goods sold                                      ----           14,441            5,444             ----           19,885
                                              --------------   --------------   --------------   --------------   --------------
    Gross profit                                        ----           16,243            5,525             ----           21,768
Marketing and selling expenses                          ----            8,153            2,171             ----           10,324
General and administrative expenses                     ----            5,677            1,550             ----            7,227
                                              --------------   --------------   --------------   --------------   -------------- 
    Operating (loss) income                             ----            2,413            1,804             ----            4,217
Other income, net                                       ----           (4,062)             675             ----           (3,387)
Equity in subsidiary earnings (net of taxes)             180             ----             ----             (180)            ----
                                              --------------   --------------   --------------   --------------   --------------    
    Income (loss) before income taxes and
    minority interest                                    180           (1,649)           2,479             (180)             830
Income taxes                                            ----              611             (721)            ----             (110)
                                              --------------   --------------   --------------   --------------   --------------
    Income (loss) before minority interest               180           (1,038)           1,758             (180)             720
Minority interest                                       ----             ----             (540)            ----             (540)
                                              --------------   --------------   --------------   --------------   --------------
    Net income (loss)                               $    180         $ (1,038)        $  1,218         $   (180)        $    180
                                              ==============   ==============   ==============   ==============   ============== 

</TABLE>


Consolidating Statement of Operations for the Three Months Ended March 31, 1998
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C> 

                                                Carson, Inc.        Guarantor    Non-guarantor                      Consolidated
                                                    (parent)     subsidiaries     subsidiaries     Eliminations     Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Net sales                                           $   ----         $ 22,221         $  9,576         $   ----         $ 31,797
Cost of goods sold                                      ----           10,267            5,111             ----           15,378
                                              --------------   --------------   --------------   --------------   --------------
    Gross profit                                        ----           11,954            4,465             ----           16,419
Marketing and selling expenses                          ----            7,261            1,430             ----            8,691
General and administrative expenses                     ----            4,842            1,106             ----            5,948
                                              --------------   --------------   --------------   --------------   --------------    
    Operating (loss) income                             ----             (149)           1,929             ----            1,780
Other income, net                                       ----           (2,620)             322             ----           (2,298)
Equity in subsidiary earnings (net of taxes)            (501)            ----             ----              501             ----
                                              --------------   --------------   --------------   --------------   --------------   
    Income (loss) before income taxes and
    minority interest                                   (501)          (2,769)           2,251              501             (518)
Income taxes                                            ----            1,071             (736)            ----              335
                                              --------------   --------------   --------------   --------------   --------------
    Income (loss) before minority interest              (501)          (1,698)           1,515              501             (183)
Minority interest                                       ----             ----             (318)            ----             (318)
                                              --------------   --------------   --------------   --------------   --------------
    Net income (loss)                               $   (501)        $ (1,698)        $  1,197         $    501         $   (501)
                                              ==============   ==============   ==============   ==============   ==============

</TABLE>




                                        8

<PAGE>

Consolidating Balance Sheet as of March 31, 1999
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C>  

                                                Carson, Inc.        Guarantor    Non-guarantor                      Consolidated
                                                    (parent)     subsidiaries     subsidiaries     Eliminations     Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Assets                                          
Current assets:
    Cash                                            $   ----         $  8,044         $  9,834        $    ----         $ 17,878
    Accounts receivable, net                             827           29,711           13,235           (3,468)          40,305
    Inventories, net                                    ----           13,677            8,388             ----           22,065
    Restricted cash                                     ----            4,001             ----             ----            4,001
    Other current assets                                ----              464              471             ----              935
Property, plant and equipment, net                      ----           26,963            9,802              (36)          36,729
Intangible assets, net and other assets                 ----          123,560           10,442             ----          134,002
Investment in subsidiary                              67,266           42,753             ----         (110,019)            ----
                                              --------------   --------------   --------------   --------------   -------------- 
Total assets                                        $ 68,093         $249,173         $ 52,172        $(113,523)        $255,915
                                              ==============   ==============   ==============   ==============   ==============

Liabilities and stockholders' equity
Current liabilities:
    Accounts payable                                $   ----         $  6,799         $  5,525        $  (3,474)        $  8,850
    Other current liabilities                           ----           17,703            3,443             ----           21,146
Long-term debt                                          ----          134,129              141             ----          134,270
Other liabilities                                       ----           23,246              310             ----           23,556
Common stock and paid in capital                      81,121           28,470           39,320          (67,790)          81,121
Other equity accounts                                 (9,288)         (16,436)         (10,937)          27,373           (9,288)
Retained earnings (Accumulated deficit)               (3,740)          55,262           14,370          (69,632)          (3,740)
                                              --------------   --------------   --------------   --------------   --------------
Total liabilities and stockholders' equity          $ 68,093         $249,173         $ 52,172        $(113,523)        $255,915
                                              ==============   ==============   ==============   ==============   ==============


</TABLE>


                                        9

<PAGE>





Consolidating Balance Sheet as of December 31, 1998
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C>
                                                  Carson, Inc.      Guarantor    Non-guarantor                      Consolidated
                                                     (parent)    subsidiaries     subsidiaries     Eliminations     Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Assets                                          
Current assets:
    Cash                                            $   ----         $ 12,320         $ 16,386        $    ----         $ 28,706
    Accounts receivable, net                             844           30,701           14,974           (7,566)          38,953
    Inventories, net                                    ----           13,993            8,832             ----           22,825
    Restricted cash                                     ----            4,500             ----             ----            4,500
    Other current assets                                ----              307              362             ----              669
Property, plant and equipment, net                      ----           26,130            9,671              (36)          35,765
Intangible assets, net and other assets                 ----          124,997           11,048             ----          136,045
Investment in subsidiary                              68,316           43,421             ----         (111,737)            ----
                                              --------------   --------------   --------------   --------------   --------------    
Total assets                                        $ 69,160         $256,369         $ 61,273        $(119,339)        $267,463
                                              ==============   ==============   ==============   ==============   ==============

Liabilities and stockholders' equity
Current liabilities:
    Accounts payable                                $   ----         $ 12,484         $  7,702        $  (7,602)        $ 12,584
    Other current liabilities                           ----           18,569            9,726             ----           28,295
Long-term debt                                          ----          133,324               99             ----          133,423
Other liabilities                                       ----           23,676              325             ----           24,001
Common stock and paid in capital                      81,121           28,470           39,320          (67,790)          81,121
Other equity accounts                                 (8,041)         (15,193)          (8,910)          24,103           (8,041)
Retained earnings (Accumulated deficit)               (3,920)          55,039           13,011          (68,050)          (3,920)
                                              --------------   --------------   --------------   --------------   --------------
Total liabilities and stockholders' equity          $ 69,160         $256,369         $ 61,273        $(119,339)        $267,463
                                              ==============   ==============   ==============   ==============   ==============

</TABLE>

                                       10

<PAGE>


Consolidating Statement of Cash Flows for the Three Months Ended March 31, 1999
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C> 


                                                  Carson, Inc.      Guarantor    Non-guarantor                      Consolidated
                                                     (parent)    subsidiaries     subsidiaries     Eliminations     Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Operating Activities:                           
   Net income (loss)                                $    180         $ (1,039)        $  1,219        $    (180)        $    180
   Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities:
      Depreciation and amortization                     ----            1,439              320             ----            1,759
      Minority interest in earnings of
      subsidiary                                        ----             ----              540             ----              540
      Other, net                                        (180)             561              137              180              698
      Changes in operating assets and
      liabilities                                       ----           (5,247)            (574)            ----           (5,821)
                                              --------------   --------------   --------------   --------------   --------------  
         Total adjustments                              (180)          (3,247)             423              180           (2,824)
                                              --------------   --------------   --------------   --------------   --------------  
      Net cash provided by (used in )
      operating activities                              ----           (4,286)           1,642             ----           (2,644)
                                              --------------   --------------   --------------   --------------   --------------
Investing Activities:
   Additions to property, plant and
   equipment                                            ----           (1,237)            (827)            ----           (2,064)
                                              --------------   --------------   --------------   --------------   --------------  
      Net cash used in investing activities             ----           (1,237)            (827)            ----           (2,064)
                                              --------------   --------------   --------------   --------------   --------------
Financing Activities:
   Proceeds from long-term borrowings                   ----              805               92             ----              897
   Principal payments on debt                           ----             ----           (6,216)            ----           (6,216)
   Other                                                ----              441             (499)            ----              (58)
                                              --------------   --------------   --------------   --------------   --------------
      Net cash provided by financing activities         ----            1,246           (6,623)            ----           (5,377)
                                              --------------   --------------   --------------   --------------   --------------
Effect of Exchange Rate Changes                         ----             ----             (743)            ----             (743)
                                              --------------   --------------   --------------   --------------   --------------
Net increase in Cash and Cash Equivalents               ----           (4,277)          (6,551)            ----          (10,828)
Cash and Cash Equivalents at Beginning of
Period                                                  ----           12,320           16,386             ----           28,706
                                              --------------   --------------   --------------   --------------   --------------    
Cash and Cash Equivalents at End of Period          $   ----         $  8,043         $  9,835         $   ----         $ 17,878
                                              ==============   ==============   ==============   ==============   ==============

</TABLE>


                                       11

<PAGE>
Consolidating Statement of Cash Flows for the Three Months Ended March 31, 1998
<TABLE>
<S>                                           <C>              <C>              <C>              <C>              <C> 

                                                Carson, Inc.        Guarantor    Non-guarantor                      Consolidated
                                                    (parent)     subsidiaries     subsidiaries     Eliminations     Carson, Inc.
                                              --------------   --------------   --------------   --------------   --------------
Operating Activities:                           
   Net income (loss)                                $   (501)        $ (1,698)        $  1,197         $    501         $   (501)
   Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities:
      Depreciation and amortization                     ----            1,293              315             ----            1,608
      Minority interest in earnings of
      subsidiary                                        ----             ----              318             ----              318
      Other, net                                         501              332             (527)            (501)            (195)
      Changes in operating assets and
      liabilities                                       ----             (276)          (1,891)            ----           (2,167)
                                              --------------   --------------   --------------   --------------   --------------
         Total adjustments                               501            1,349           (1,785)            (501)            (436)
                                              --------------   --------------   --------------   --------------   --------------   
      Net cash (used in) provided by
      operating activities                              ----             (349)            (588)            ----             (937)
                                              --------------   --------------   --------------   --------------   --------------
Investing Activities:
   Additions to property, plant and
   equipment                                            ----             (847)            (243)            ----           (1,090)
                                              --------------   --------------   --------------   --------------   --------------
      Net cash (used in) provided by investing
       activities                                       ----             (847)            (243)            ----           (1,090)
                                              --------------   --------------   --------------   --------------   --------------
Financing Activities:
   Proceeds from long-term borrowings                   ----            2,000             ----             ----            2,000
   Principal payments on long-term debt                 ----           (2,915)          (5,590)            ----           (8,505)
   Other                                                ----             (324)              (3)            ----             (327)
                                              --------------   --------------   --------------   --------------   --------------    
      Net cash provided by (used in) financing
      activities                                        ----           (1,239)          (5,593)            ----           (6,832)
                                              --------------   --------------   --------------   --------------   --------------
Net increase in Cash and Cash Equivalents               ----           (2,435)          (6,424)            ----           (8,859)
                                              --------------   --------------   --------------   --------------   --------------
Cash and Cash Equivalents at Beginning of
Period                                                  ----            2,623           11,420                            14,043
                                              --------------   --------------   --------------   --------------   --------------
Cash and Cash Equivalents at End of Period          $   ----         $    188         $  4,996         $   ----         $  5,184
                                              ==============   ==============   ==============   ==============   ==============

</TABLE>






                                       12

<PAGE>



                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

OVERVIEW

Forward-looking Statements

This report on Form 10-Q for the  quarter  ended March 31, 1999 as well as other
public documents of the Company contain forward-looking statements which involve
risks and  uncertainties,  including  (i) the  Company's  plans to introduce new
products and product  enhancements,  (ii) the Company's  plans to make selective
acquisitions,  (iii) the Company's  marketing,  distribution  and  manufacturing
expansion  plans,  (iv)  future  financial  performance,  (v)  cash  flows  from
operations,   (vi)   capital   expenditures   and  (vii)  the  cost  and  timely
implementation  of  the  Company's  Year  2000  compliance  modifications.   The
Company's  actual  results may differ  materially  from those  discussed in such
forward-looking  statements.  When  used  herein  and  in the  Company's  future
filings, the terms "expects",  "plans", "intends",  "estimates",  "projects", or
"anticipates"  or similar  expressions are intended to identify  forward-looking
statements (within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")).  Such  statements  reflect the current
views of the Company  with  respect to future  events and are subject to certain
risks,  uncertainties  and assumptions.  In addition to risk factors that may be
described in the Company's  filings with the Securities and Exchange  Commission
(the  "Commission")  (including this filing,  the Company's IPO prospectus dated
October 14, 1996 and the Company's  debt offering  prospectus  dated October 31,
1997),  actual  results  could  differ  materially  from those  expressed in any
forward-looking statements made by the Company. Additional risk factors include,
but are not limited to, the following: (a) the Company's success in implementing
its  growth  strategy,  including  its  success  in  obtaining  financing  where
required,  (b) difficulties or delays in developing and introducing new products
or the  failure of  consumers  to accept new product  offerings,  (c) changes in
consumer  preferences,  including  reduced  consumer  demand  for the  Company's
current  products,  (d) the  nature  and  extent  of future  competition  in the
Company's  principal  marketing areas,  (e) political,  economic and demographic
developments in the United States,  Africa,  Brazil,  the Caribbean,  Europe and
other countries where the Company now does or in the future may do business, and
(f)  unanticipated  costs,  difficulties or delays in implementing the Company's
Year 2000 compliance  modifications.  The Company assumes no  responsibility  to
update forward-looking information contained herein.

General

The Company believes that it is the number one manufacturer and marketer of hair
care and shaving products for people of color. The majority of the Company's net
sales are  derived  from five  categories  of the ethnic  health and beauty aids
market: hair relaxers and  texturizers, hair color,  men's  depilatory products,
hair care maintenance products and combout/oil sheens.


                                       13

<PAGE>




In the quarters ended March 31, 1999 and 1998, 29.5% and 35.1%, respectively, of
the net sales of the Company were to customers  outside the United  States.  The
following table presents the Company's net sales by geographic  region for these
periods:


                         Quarter Ended       % of      Quarter Ended       % of
                         March 31,1999      Total      March 31,1998      Total

--------------------------------------------------------------------------------
Net sales to:
United States                 $ 29,364       70.5%        $   20,650       64.9%
South Africa                     8,608       20.7              7,805       24.6
Europe                           2,360        5.6              1,771        5.6
Other International              1,321        3.2              1,571        4.9
--------------------------------------------------------------------------------
Total                         $ 41,653      100.0 %       $   31,797      100.0%



With the  exception of sales by Carson South Africa to South  Africa,  Botswana,
Lesotho, Namibia and Swaziland, which are denominated in South African Rand, all
of the Company's sales are recorded in United States  Dollars.  The Company does
not view the exposure to rand exchange rate fluctuations as significant  because
Carson  South  Africa  incurs  most  of  its  costs  in  rand.  However,  due to
fluctuations  in the exchange rate , there is a potential for gains or losses on
the  consolidated  level.  Assets and  liabilities  of Carson  South  Africa are
translated for consolidation purposes from South African Rand into United States
Dollars  at the  rate of  currency  exchange  at the end of the  fiscal  period.
Revenues and expenses are  translated  at average  monthly  prevailing  exchange
rates.  Resulting  translation  differences  are  recognized  as a component  of
stockholders' equity.

Results of Operations

Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998

Net Sales.  Consolidated  net sales for the  quarter  ended  March 31, 1999 were
$41.7  million,  an increase of $9.9 million,  or 31.0%,  over net sales for the
quarter  ended March 31, 1998 of $31.8  million.  This increase is summarized as
follows (dollars are in thousands):




                           Quarter Ended       Quarter Ended  
                          March 31, 1999      March 31, 1998           % Change
                      ------------------  ------------------  ------------------
Carson Products                 $ 18,428            $ 18,511                0.0
Johnson Products                  14,617                  --                N/A
                      ------------------  ------------------  
   US Ethnic                      33,045              18,511               78.5
                      ------------------  ------------------
South Africa                       8,608               7,805               10.3
                      ------------------  ------------------
   Carson Ethnic                  41,653              26,316               58.3
                      ------------------  ------------------
Cutex                                 --               5,481             (100.0)
                      ------------------  ------------------
   Consolidated                 $ 41,653            $ 31,797               31.0
                      ==================  ==================



                                       14

<PAGE>



The US Ethnic net sales above  includes  domestic  sales and sales exported from
the U.S. of hair care and other ethnic products.  For Carson Products,  domestic
net sales of hair care products  increased  $0.8 million, or approximately 5.0%,
from  the  prior  year  quarter  while export sales  decreased $0.3 million,  or
approximately 9.1%. Most of the  increase  in  domestic hair care  products  was
in sales of hair color and shaving products.

The Johnson  Products net sales above includes:  $10.1 million of domestic sales
of hair care products,  $0.6 million of net sales of cosmetics,  $0.6 million of
export  net  sales  and  $3.3  million  of net  sales of  Dermablend  corrective
cosmetics.

Net sales in South Africa  increased  10.3% to $8.6 million in the first quarter
of 1999 compared to the first quarter of 1998.

There were no net sales in 1999 of Cutex, which was sold in December 1998.

Gross Profit.  Consolidated  gross profit was $21.8 million in the quarter ended
March 31, 1999 compared to $16.4 million in the quarter ended March 31, 1998, an
increase of $5.3 million,  or 32.6%.  Gross margin was 52.3% in 1999 compared to
51.6% in  1998.  This  increase  was  attributable  in part to  increased  plant
utilization  in the  Savannah  manufacturing  facility,  where as in 1998  gross
margins were adversely impacted by reduced production volumes to lower inventory
balances at that time.  Gross margins in 1999 also  benefited  from high margins
(typically  in excess of 75%) of the  Dermablend  business,  offset  somewhat by
lower  Johnson  Products  hair care  margins  resulting  from  discounted  sales
pricing. Management intends to improve the Johnson Products gross margins in the
second  half of 1999 by  revising  sales  pricing  terms.  Carson  South  Africa
produced a gross profit of $4.3 million and a gross margin  percentage  of 49.9%
in the first  quarter of 1999  compared to a gross  profit of $3.6 million and a
gross margin percentage of 45.5% in the first quarter of 1998.

Marketing and Selling  Expenses.  Marketing and selling expenses  increased $1.6
million,  or 18.8%,  to $10.3  million in the quarter  ended March 31, 1999 from
$8.7 million in the quarter  ended March 31,  1998.  This  increase  consists of
higher  spending  resulting  from the  addition of Johnson  Products  and higher
spending  at  Carson  South Africa offset by reduced spending on the Cutex, Dark
and  Lovely  Cosmetics  and Salon  Professional  lines, all  of which were being
promoted in the first quarter of 1998.  As a percentage of net sales,  marketing
and selling expenses decreased to 24.8% during 1999 from 27.3% during 1998.

General and Administrative  Expense.  General and  administrative  expenses were
$7.2  million for the first  quarter of 1999  compared  to $5.9  million for the
first  quarter of 1998,  an increase of $1.3  million,  or 21.5%.  The  increase
resulted  primarily  from the  addition of Johnson  Products  and  consisted  of
increases in  amortization,  salaries  and  fringe  benefits,  bad debt expense,
telephone expense, professional fees and  insurance  and taxes.  As a percentage
of net sales, general and administrative expenses decreased to 17.4% during 1999
from 18.7%  during  1998.  This  percentage  decrease  is  primarily  due to the
incremental net sales provided by the addition of Johnson Products without a pro
rata increase in overall general and administrative expenses.

Operating Income.  As a result of the above changes,  operating income increased
to $4.2  million in the quarter  ended  March 31, 1999 from $1.8  million in the
quarter ended March 31, 1998.

Interest Expense.  Interest  expense  increased  to $4.3 million  in the quarter
ended  March  31, 1999  from $2.8 million  in  the quarter ended March 31, 1998.

                                       15

<PAGE>



The  increased  interest  expense  was the result of  additional  debt  incurred
in 1998 to  finance  the Johnson Products acquisition.

Other Income. Other income increased to $0.9 million for the quarter ended March
31, 1999 from $0.5 million for the quarter  ended March 31,  1998.  The increase
was primarily due to higher interest income on cash balances in South Africa.

Provision for Taxes.  The provision for income taxes  increased to $0.1 million,
based on an effective rate of 13.3% in the quarter ended March 31, 1999 compared
to a benefit  of $0.3  million,  based on an  effective  rate of  64.7%,  in the
quarter ended March 31, 1998.

Liquidity and Capital Resources

The  Company has a Secured  Term Loan  outstanding,  which bears  interest at an
annual rate of 13% and matures on December 8, 2003. Interest is payable monthly.
The Company may, at its option,  defer the monthly interest payment a maximum of
twelve  times  until  December  8,  2000.   This  option  provides  the  Company
flexibility  in  meeting  its  cash  needs  in the near  term.  In the  event of
deferral,  interest  will be  accrued  at an  annual  rate of 16% for the  month
deferred and will be added to the outstanding  principal amount of the loan. The
capital stock and assets of Carson Products  Company  (including stock in Carson
South Africa  representing a 52.6% majority  stake) the capital stock and assets
of  Johnson  Products  and  the  capital  stock  and  intellectual  property  of
Dermablend  are  pledged as  collateral  for the  Secured  Term  Loan.  The loan
contains  covenants with respect to, among other things, (i) restrictions on the
incurrence of additional  liens or  indebtedness  and (ii)  restrictions  on the
payment of any cash dividends by the Company of any subsidiary.

In the three months ended March 31, 1999, the Company's  cash balance  decreased
by $10.8 million,  to $17.9  million.  Net cash flow used in operations was $2.6
million.  Cash was used primarily to increase accounts  receivable and to reduce
accounts payable.

Net cash used in investing  activities  in the three months ended March 31, 1999
consisted of capital expenditures of $2.1 million.

Net cash used in financing  activities  in the three months ended March 31, 1999
consisted  primarily of $6.2 million of additional  consideration paid by Carson
South  Africa  related to the 1997  purchase  of A&J  Cosmetics.  Proceeds  from
long-term  borrowings  of  $897,000  includes  $805,000  for  capitalization  of
interest on the Company's Secured Term Loan in lieu of cash payment. The Company
believes  that cash flow from  operating  activities  and existing cash balances
will be sufficient to fund working capital  requirements,  capital  expenditures
and debt service requirements in the foreseeable future.

Year 2000 Computer Issue

The Company currently utilizes two computer  information systems. The JD Edwards
financial  package is used to support  several  financial  applications.  In its
distribution and manufacturing  operations,  the Company uses a software package
known as PRISM developed by MARCAM.  The JD Edwards and PRISM packages run on an
IBM AS/400 computer and are currently not year 2000 compliant.

To replace the current systems and provide year 2000 compliance,  management has
selected SAP, a single vendor,  integrated  business software package.  SAP will
run on the  Company's  IBM AS/400  computer.  The cost of  conversion  to SAP is
estimated to be approximately $1.7 million, including hardware, software and the
Company's  commitment of internal  resources.  As of April 30, 1999, the Company
had incurred approximately $0.8 million of the total cost.  Implementation is in
process.  The initial phase, testing and training of the general user group have
been completed.  The Company expects the installation to be completed during the
second quarter of 1999.


                                       16

<PAGE>




                                  CARSON, INC.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is party to lawsuits  incidental  to its  business.  Management
believes that the ultimate  resolution of these matters will not have a material
adverse  impact on the business or financial  condition  and  operations  of the
Company.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

      None.

Item 5.  Other Information

     None.


Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits --

     27                  Financial data schedule.


(b)    Reports on Form 8-K --

     None.

                                       17

<PAGE>



                                                    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, thereunto duly authorized.

CARSON, INC.


                                                             Date:  May 17, 1999
/s/Robert W. Pierce
Executive Vice President, Finance
Chief Financial Officer and Corporate Secretary
(Principal Accounting and Financial Officer)





                                                        18

<PAGE>