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, 1997

                                              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 incorporation    (I.R.S. Employer Identification
            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 May 1, 1997,  4,996,568 shares of the registrant's Class A Common Stock,
par value $0.01 per share,  1,859,677 shares of the registrant's  Class B Common
Stock, par value $0.01 per share, and 8,127,937 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, 1997 and December 31, 1996...............................  3

        Condensed Consolidated Statements of Operations
        Three Months Ended March 31, 1997 and 1996.........................  4

        Condensed Consolidated Statements of Cash Flow
        Three Months Ended March 31, 1997 and 1996......................... 5

        Notes to Condensed Consolidated Financial Statements............... 6-7

        Item 2.

        Management's Discussion and Analysis of Financial Condition
        and Results of Operations.......................................... 8-11

                       
Part II.  Other Information ..............................................  12

Signatures................................................................. 13


                                              2

<PAGE>

<TABLE>


                                                CARSON, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                    MARCH 31, 1997 AND DECEMBER 31, 1996
                                               (In thousands)


                             ASSETS
                                                                          March 31, 1997     December 31, 1996
<S>                                                                       <C>                <C>
                                                                           (Unaudited)
CURRENT ASSETS:..................................................

   Cash and cash equivalents.....................................         $ 3,141            $ 4,191
   Accounts receivable (less allowance for doubtful accounts of 
     $630 and $614 at March 31, 1997 and December 31, 1996, 
     respectively).....                                                    15,159             15,117
   Inventories...................................................          15,434             10,749
   Other current assets..........................................             697              1,346
                                                                         --------           --------
      Total current assets.......................................          34,431             31,403

PROPERTY, PLANT AND EQUIPMENT - Net of accumulated depreciation..          16,067             15,089

INVESTMENT IN AM COSMETICS.......................................           3,283              3,187

GOODWILL.........................................................          45,513             45,801

OTHER............................................................           3,401              2,151
                                                                       ----------           --------
                                                                         $102,695            $97,631
                                                                         ========            =======

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable..............................................         $ 6,613            $ 7,065
   Accrued expenses..............................................           3,498              5,784
   Income taxes payable..........................................             869              --
   Current maturities of long-term debt..........................           2,600              2,600
                                                                         --------           --------
      Total current liabilities..................................          13,580             15,449

LONG-TERM DEBT...................................................          28,964             24,501

MINORITY INTEREST IN SUBSIDIARY..................................           2,060              1,664

DEFERRED INCOME TAXES AND OTHER LIABILITIES......................           1,735              1,700

STOCKHOLDERS' EQUITY:
   Preferred stock...............................................               -                  -
   Common stock..................................................             150                150
   Paid-in capital...............................................          62,901             62,418
   Accumulated deficit...........................................         (4,895)            (5.577)
   Notes receivable from employee shareholders, net of  discount.         (1,386)            (1,365)
   Foreign currency translation adjustment.......................           (414)            (1,309)
                                                                        ---------         ----------
      Total stockholders' equity.................................         56,356              54,317
                                                                        ---------         ----------
                                                                         $102,695            $97,631
                                                                         ========            =======



     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, 1997 AND 1996
                     (In thousands, except per share data)

                                                   Three Months Ended March 31,
                                                     1997                 1996
                                                   --------          ---------

NET SALES....................................       $17,932            $17,792

COST OF GOODS SOLD...........................         7,880              7,806
                                                   --------           --------
   Gross profit..............................        10,052              9,986
                                                 ----------           --------

EXPENSES:
   Selling...................................         5,724              3,452
   General and administrative................         2,729              3,141
                                                      -----              -----
      .......................................         8,453              6,593
                                                   --------           --------

OPERATING INCOME.............................         1,599              3,393

INTEREST EXPENSE.............................          (604)            (1,847)
OTHER INCOME (EXPENSE).......................           223                147
                                                        ---                ---

INCOME BEFORE INCOME TAXES...................         1,218              1,693

PROVISION FOR INCOME TAXES...................           536                825
                                                  ---------           --------

NET INCOME...................................       $   682            $   868
                                                    =======           ========

NET INCOME PER SHARE.........................       $  0.05            $  0.07
                                                   ========           ========


WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING........................        14,984             11,871
                                                  =========            =======





     See notes to condensed consolidated financial statements.

                                                     4

<PAGE>



                                 CARSON, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                (In thousands)



                                                  Three Months Ended March 31,
                                                        1997          1996
                                                  ----------     ---------
OPERATING ACTIVITIES:
   Net income...................................  $   682     $      868
                                                   ------       --------
   Adjustments to reconcile net income to net cash
      used in operating activities:
      Depreciation and amortization.............      544            555
      Bad debt provision........................      112            109
      Foreign currency translation adjustment...      895             59
      Provision for deferred income taxes.......     (935)           409
      Other, net................................       46            321
      Change in operating assets and liabilities, net
              of acquisitions:
         Accounts receivable....................     (154)        (1,928)
         Inventories............................   (4,685)            (7)
         Other current assets...................    1,021         (1,002)
         Accounts payable.......................     (518)           955
         Income taxes payable ..................      869             --
         Accrued expenses.......................   (2,286)          (571)
                                                   -------          -----
           Total adjustments....................   (5,091)        (1,100)
                                                  -------        -------
           Net cash used in operating activities   (4,409)          (232)
                                                  -------          -----

INVESTING ACTIVITIES:
   Purchase of property, plant, and equipment...  (1,188)          (861)
   Acquisition of business, net of cash acquired     107              --
                                                  -------     ----------
         Net cash used in investing activities..  (1,081)           (861)
                                                 --------      ---------

FINANCING ACTIVITIES:
   Proceeds from issuance of long-tem debt......    5,113          2,156
   Principal payment on long-term debt..........     (650)            --
   Other, net...................................      (23)           112
                                                ---------       --------
      Net cash provided by financing activities.    4,440          2,268
                                                  -------        -------

NET CHANGE IN CASH AND CASH EQUIVALENTS.........   (1,050)         1,175
CASH AND CASH EQUIVALENTS - Beginning of period     4,191            378
                                                   ------   ------------
CASH AND CASH EQUIVALENTS - End of period.......  $ 3,141      $   1,553
                                                  =======      =========

                              See notes to consolidated financial statements.

                                                     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 1996 Transition  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, 1997    December  31, 1997
                                   --------------    ------------------
        Raw materials......................9,565            7,017
        Work-in-process....................1,730            1,236
        Finished goods.....................4,139            2,496
                                          ------          --------
                                         $10,749           $15,434
                                          =======          =======
3.   Acquisitions

        Effective  February 1, 1997,  the Company's  South  African  subsidiary,
Carson  Holdings Ltd.,  acquired the assets of Nu-Me in a transaction  involving
the issuance of 500,000  shares of Carson  Holdings Ltd.  stock in a transaction
valued at approximately $767,000. In addition,  Carson Holdings Ltd acquired the
assets of Restore Plus in a cash  transaction for $111,700.  These  acquisitions
are accounted for under the purchase method of accounting.

     During March 1997,  the Company  entered into an Asset  Purchase  Agreement
with  Conopco,  Inc.  d/b/a  Chesebrough-Pond's  USA Co. in order to acquire the
rights to  manufacture  and  market  Cutex in the  United  States.  Cutex is the
leading  brand of nail polish  remover and is also a line of nail  enamels.  The
purchase  price  approximated  $41.0  million with funds  provided by additional
long-term  debt,  and the  transaction  was  completed on April 30, 1997.  Total
revenues of  Chesebrough-Pond's  USA - Cutex  approximated $16.7 million for the
most recent 12 month period.  This  acquisition  will be accounted for under the
purchase method of accounting.

     During March 1997, the Company entered into an Asset  Repurchase  Agreement
with Jean Philippe  Fragrances,  Inc. In connection  with the termination of the
license agreement between Conopco,  Inc. and Jean Philippe  Fragrances,  Inc. by
Carson as successor in interest to Conopco, Inc., Carson acquired certain assets
of Jean  Philippe  Fragrances,  Inc.  used in the  packaging,  distributing  and
selling of nail enamel and nail care treatment  products,  nail care  implements
and lipstick  under the trademark  Cutex in the United States and Puerto Rico on
April 30,  1997.  Immediately  upon  execution of the Jean  Philippe  Repurchase
agreement  on  April  30,  1997,  the  license   agreement  with  Jean  Philippe
Frangrances, Inc. was terminated.

     During April 1997, the Company  completed the  acquisition of the Let's Jam
product line from New Image Laboratories, Inc. This acquisition added one of the
leading  hair  care  maintenance  brands  in the  ethnic  retail  market  to the
Company's portfolio of brands. The purchase price was approximately $5.6 million
cash with $4.9  million of funds  provided by  additional  long-term  debt.  The
remaining $0.7 million of the purchase price has been withheld  contingent  upon
certain  performance by New Image  Laboratories,  Inc. This  acquisition will be
accounted for under the purchase method of accounting.

                                              6

<PAGE>





4.  New Accounting Pronouncement

        The Financial  Accounting  Standards Board issued Statement of Financial
Accounting  Standards  ("SFAS") No. 128,  "Earnings Per Share" in February 1997.
SFAS No. 128  replaces  the  presentation  of primary  earnings per share with a
presentation of basic earnings per share and requires dual presentation of basic
and  diluted  earnings  per share on the face of the  income  statement  for all
entities  with complex  capital  structures.  SFAS No. 128 is effective for both
interim and annual periods ending after December 15, 1997. The Company currently
has a simple capital structure and therefore expects no material effect from the
adoption of SFAS No. 128.

5.  Credit Facility

        On April 30,  1997,  the Company  entered  into an Amended and  Restated
Credit  Agreement  with Banque  Indosuez,  New York  Branch,  as agent,  and the
lenders named therein.  The Amended and Restated Credit  Agreement  replaced the
Company's existing $40 million senior credit facility with a $100 million senior
credity  facility  consisting  of $25 million in Term A loans  maturing in April
2002,  $50  million in Term B loans  maturing  in April 2004 and $25  million in
revolving loan commitments  maturing in April 2002. The proceeds of the new term
loans were used to finance the Cutex acquisition.




                                              7

<PAGE>



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

OVERVIEW

Forward Looking Statements

     This report on Form 10-Q 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 expand its international operations in
Africa, Brazil, and the Caribbean, (iii) the Company's plans to enter the ethnic
cosmetics  product  category,  (iv)  the  Company's  plans  to  enter  the  U.S.
professional salon market for ethnic hair care products, (v) the Company's plans
to make selective acquisitions,  and (vi) the Company's marketing,  distribution
and  manufacturing  expansion  plans.  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")). 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 and
the Company's prospectus dated October 14, 1996), such risks,  uncertainties and
factors  include,  but are not  limited  to, (a)  foreign  business  risks,  (b)
industry cyclicality, (c) fluctuations in customer demand and order pattern, (d)
the  seasonal  nature  of  the  business,   (e)  changes  in  pricing,  (f)  the
identification  of  suitable   acquisition   candidates,   (g)  changes  in  the
implementation  of the Company's  acquisition  plans,  and the  availablility of
financing (h)  difficulties or delays in developing and introducing new products
or the  failure of  consumers  to accept new product  offerings,  (i) changes in
consumer  preferences,  including  reduced  consumer  demand  for the  Company's
current  products,  (j) the  nature  and  extent  of future  competition  in the
Company's principal marketing areas, and (k) 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
(i) general economic conditions.

General
        The Company is a leading  manufacturer  and marketer in the U.S.  retail
ethnic hair care market for African-Americans.  The Company currently sells over
70 different  products in the United States and in over 60 other countries under
five  principal  brand  names.  In  the  three  months  ended  March  31,  1997,
approximately  34.7% of the  Company's  net sales were derived from sales within
these other countries.  The majority of the Company's net sales are derived from
four  categories of the ethnic health and beauty aids market:  hair relaxers and
texturizers (which  constituted  approximately 50% of the Company's net sales in
1996), hair color, shaving products and hair care maintenance products.

     In July 1996, the Company's South African subsidiary, Carson Holdings, Ltd.
("Carson South  Africa") sold 25.0% of its shares in an initial public  offering
on the Johannesburg Stock

                                              8

<PAGE>



Exchange. As a result of the issuance of these shares, the Company has reflected
in its consolidated  statement of operations for periods subsequent to the share
issuance a minority  interest in subsidiary  earnings.  The amount of the charge
reflected  in this line item equals  Carson  South  Africa's  net income for the
applicable period multiplied by the percentage of the Carson South Africa shares
which are not indirectly  owned by the Company.  In  conjunction  with the South
African initial public offering, the Company's U.S. subsidiary,  Carson Products
entered  into  an  amendment  to its  license  agreement  with  Carson  Products
Proprietary  Limited  ("Carson  Products,  S.A."),  a South  African  registered
company wholly owned by Carson South Africa,  which provides that  commencing on
April 1, 1998, Carson Products S.A. will pay to Carson Products a royalty in the
amount  of 3.0% of the net sales of all  licensed  products.  The  amount of the
royalty  increases  to 3.5% on April 1, 1999 and 4.0% on April 1, 2000 until the
termination of the agreement. The initial term of the agreement expires on April
1,  1999;  however,  the  agreement  continues  indefinitely   thereafter  until
terminated by either party upon 12 months written notice.

        With the  exception of sales by Carson  Products  S.A. to South  Africa,
Botswana, Lesotho, Namibia and Swaziland, which are denominated in South African
Rand, all of the Company's sales are recorded in U.S. Dollars.  The Company does
not view the exposure to Rand exchange rate fluctuations as significant  because
the  South  African  subsidiary  incurs  all of its  costs in Rand.  Assets  and
liabilities  of the  Company's  South  African  operations  are  translated  for
consolidation  purposes from South African Rand into U.S. 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.

        In June 1996,  Carson made an investment of $3.0 million in  Morningside
AM  Acquisition  Corp.,  the parent of AM  Cosmetics,  Inc.  ("AM  Cosmetics") a
leading low-cost manufacturer of cosmetics.  The investment was made through the
purchase of $3.0 million of 12% cumulative, payment-in-kind preferred stock. The
Company's  consolidated  statements of operations for periods subsequent to June
1996 include the dividend income from this  investment,  although  dividends are
anticipated  to be paid  through the  issuance of  additional  preferred  stock.
Therefore, it is anticipated that no cash will be generated from this investment
in the near future.  In connection  with the  investment,  Carson entered into a
management  agreement and will enter into certain  related sales  agreements and
manufacturing agreements with AM Cosmetics.

Results of Operations

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

Net Sales.  Net sales for the first three months ended of 1997 of $17.9  million
were  essentially flat compared to the same three months ended in 1996 primarily
due to two key factors.  First, although international net sales for the Company
continued  to show  substantial  growth in the first three  months of 1997,  net
sales in the domestic ethnic hair care market declined. According to Information
Resources Inc. data,  industry-wide sales in the domestic market for ethnic hair
care  declined  approximately  5.0% in the three  months  ended  March 31,  1997
compared  to the same three  months of 1996.  Second,  the  Company  experienced
abnormally  strong  domestic net sales for the three  months ended  December 31,
1996 which  resulted in lower sales for the first three  months of 1997.  Carson
South Africa  continued to  demonstrate  strong  results with an increase in net
sales of 70.0% to $2.6  million in the three  months  ended  March 31, 1997 from
$1.5 million in the three months ended March 31, 1996.

     Gross Profit. Gross profit increased slightly to $10.1 million in the three
months ended ended March 31,
                                              9

<PAGE>



1997 from $10.0  million in the three months  ended ended March 31, 1996.  Gross
profit  margin  remained  level at 56.1% for both the three month  periods ended
March 31, 1997 and 1996.

Selling Expenses. Selling expenses increased to $5.7 million in the three months
ended March 31, 1997 from $3.5 million in the three months ended March 31, 1996,
an increase of 65.8%. As a percentage of net sales,  selling expenses  increased
to 31.9%  from 19.4%  during  this  period  primarily  as a result of  extensive
advertising related to the launch of the Dark & Lovely 25th Anniversary campaign
and the  fact  that the  Company  was in the  process  of  changing  advertising
agencies early in 1996, and had ceased most advertising during this period while
awaiting new creative material.

General  and  Administrative  Expenses.   General  and  administrative  expenses
decreased  to $2.7  million in the three  months  ended March 31, 1997 from $3.1
million in the three  months  ended March 31,  1996,  a decrease of 13.1%.  As a
percentage of net sales, general and administrative  expenses decreased to 15.2%
from 17.7%  during this  period.  The  decrease  in general  and  administrative
expenses as a percentage of net sales was primarily a result of lower  incentive
compensation expense.

Operating Income and EBITDA. As a result of the above changes,  operating income
decreased  to $1.6  million in the three  months  ended March 31, 1997 from $3.4
million in the three  months  ended March 31,  1996.  EBITDA  decreased  to $2.2
million from $4.1 million  during this period.  EBITDA is  calculated  by adding
earnings before interest, income taxes, depreciation and amortization expense.

Interest Expense. Interest expense decreased to $0.6 million in the three months
ended March 31, 1997 from $1.8 million in the three months ended March 31, 1996.
The decreased  interest  expense is a result of the use of the proceeds from the
Company's initial public offering to retire certain debt.

Other Income; Investment Income. Other income increased primarily as a result of
the management  contract entered into in June 1996 with AM Cosmetics.  Under the
terms of the investment and the management agreement, the Company is entitled to
a 12% paid-in-kind dividend on its $3.0 million preferred stock investment and a
$0.5 million annual  management fee. Other income and investment income includes
the effects of these transactions in the three months ended March 31, 1997.

Provision  for Taxes.   The provision  for taxes  decreased to  $0.5 million in
the three  months  ended March 31, 1997 from $0.8  million for the three  months
ended March 31,  1996.  The  effective  tax rate was 44.0% for the three  months
ended March 31,  1997  compared  to 48.7% for the three  months  ended March 31,
1996.

Liquidity and Capital Resources

    The Company  completed the offering (the  "Offering") of 4,818,500 shares of
Class A common  stock on the New York Stock  Exchange  on October  18, 1996 at a
price of $14 per share. Of these shares  3,113,000 were sold by the Company with
the balance sold by selling stockholders,  none of which included any members of
management or the principal investors.  The Company used the net proceeds of the
Offering to repay certain indebtedness.

     In  conjunction  with the Offering,  the Company  refinanced  the remaining
portion of its senior bank credit  facility with  borrowings  under a new senior
bank facility pursuant to a credit agreement dated as of October 18, 1996, which
included (i) a $15.0  million term loan A, (ii) a $10.0  million term loan B and
(iii) a $15.0 million  revolving credit facility.  The term loan A and revolving
credit  facility bore interest at the  applicable  prime rate plus 0.5% or LIBOR
rate  plus  2.0% and had a final  maturity  of six  years.  The term loan B bore
interest at the applicable  prime rate plus 1.0% or LIBOR rate plus 2.5% and had
a final maturity of seven years.

     On April 30, 1997, the Company  entered into an Amended and Restated Credit
Agreement with Banque Indosuez, New York Branch, as agent, and the lenders named
therein. The Amended and Restated Credit
                                              10

<PAGE>



Agreement  replaced the Company's  existing $40 million  senior credit  facility
with a $100 million senior credity facility  consisting of $25 million in Term A
loans,  $50  million  in  Term  B  loans  and  $25  million  in  revolving  loan
commitments.  The  proceeds of the new term loans were used to finance the Cutex
acquisition.  The term loan A and revolving credit facility bear interest at the
lower of the applicable  prime rate plus 0.5% or LIBOR rate plus 2.0% and have a
final  maturity date of April 2002.  The term loan B bears interest at the lower
of the  applicable  prime rate plus 1.0% or LIBOR rate plus 2.5% and has a final
maturity date of April 2004.  Each such interest rate is subject to adjustment 
based on the Company's performance.

    In the three months ended March 31, 1997,  net cash flow used in  operations
was $4.4 million largely as a result of net income of $0.7 million, $4.7 million
increase in  inventory,  $0.5  million  decrease  in  accounts  payable and $2.3
million decrease in accrued expenses.

    Net cash used in investing  activities  for the three months ended March 31,
1997 totaled  $1.1 million  which  consisted  primarily of capital  expenditures
necessary to maintain the Company's facilities in modern condition.

    Net cash provided from financing activities for the three months ended March
31,  1997  totaled  $4.4  million.  This  included  $5.1  million of  additional
borrowings offset in part by principal payments of $0.7 million and other uses.

     Effective February 1, 1997, the Company's South African subsidiary,  Carson
Holdings  Ltd.,  acquired  the assets of Nu-Me in a  transaction  involving  the
issuance of 500,000 shares of Carson Holdings Ltd. stock in a transaction valued
at approximately $767,000. In addition,  Carson Holdings Ltd acquired the assets
of Restore Plus in a cash  transaction  for  $111,700.  These  acquisitions  are
accounted for under the purchase method of accounting.

     During March 1997,  the Company  entered into an Asset  Purchase  Agreement
with  Conopco,  Inc.  d/b/a  Chesebrough-Pond's  USA Co. in order to acquire the
rights to  manufacture  and  market  Cutex in the  United  States.  Cutex is the
leading  brand of nail polish  remover and is also a line of nail  enamels.  The
purchase  price  approximated  $41.0  million with funds  provided by additional
long-term  debt,  and the  transaction  was  completed on April 30, 1997.  Total
revenues of  Chesebrough-Pond's  USA - Cutex  approximated $16.7 million for the
most recent 12 month period.  This  acquisition  will be accounted for under the
purchase method of accounting.

     During March 1997, the Company entered into an Asset  Repurchase  Agreement
with Jean Philippe  Fragrances,  Inc. In connection  with the termination of the
license agreement between Conopco,  Inc. and Jean Philippe  Fragrances,  Inc. by
Carson as successor in interest to Conopco, Inc., Carson acquired certain assets
of Jean  Philippe  Fragrances,  Inc.  used in the  packaging,  distributing  and
selling of nail enamel and nail care treatment  products,  nail care  implements
and lipstick  under the trademark  Cutex in the United States and Puerto Rico on
April 30,  1997.  Immediately  upon  execution of the Jean  Philippe  Repurchase
agreement  on  April  30,  1997,  the  license   agreement  with  Jean  Philippe
Frangrances, Inc. was terminated.

     During April 1997, the Company  completed the  acquisition of the Let's Jam
product line from New Image Laboratories, Inc. This acquisition added one of the
leading  hair  care  maintenance  brands  in the  ethnic  retail  market  to the
Company's portfolio of brands. The purchase price was approximately $5.6 million
cash with $4.9  million of funds  provided by  additional  long-term  debt.  The
remaining $0.7 million of the purchase price has been withheld  contingent  upon
certain  performance by New Image  Laboratories,  Inc. This  acquisition will be
accounted for under the purchase method of accounting.

    The Company believes that cash flow from operating activities, existing cash
balances  and  available  borrowings  under  its  Amended  and  Restated  Credit
Agreement  will be  sufficient  to fund working  capital  requirements,  capital
expenditures and debt service requirements in the foreseeable future.






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<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 --

    10.35           Amended and Restated Credit Agreement with Banque Indosuez,
                    New York Branch, as agent, dated as of April 30, 1997.

    27              Financial data schedule.


(b)   Reports on Form 8-K --

      There  were no reports on Form 8-K for the three  months  ended  March 31,
1997.







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<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.



/s/ Roy Keith                                               Date: May 14, 1997
--------------------------------                       -------------------------
Roy Keith
Chairman and Chief Executive Officer



/s/ Robert W. Pierce                                        Date: May 14, 1997
------------------------------------------             -------------------------
Robert W. Pierce
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)





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