UNITED STATES
                    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 quarter ended December 31, 1999

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

For the transition period from          to

Commission File Number    1-5910


                          CARTER-WALLACE, INC.
- - - - - - -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
          (Exact name of registrant as specified in its charter)


           Delaware                                     13-4986583
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

1345 Avenue of the Americas
New York, New York                                         10105
(Address of principal executive                         (Zip Code)
 offices)

Registrant's telephone number, including area code:  212-339-5000

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

The number of shares of the registrant's Common Stock and Class B Common Stock
outstanding at December 31, 1999 were 32,711,000 and 12,286,600,respectively.







                  CARTER-WALLACE, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                            December 31, 1999




                      PART I - FINANCIAL INFORMATION




Item 1 - Financial Statements

Condensed Consolidated Statements of Earnings and
 Comprehensive Earnings for the three and nine months
 ended December 31, 1999 and 1998                                       1

Condensed Consolidated Balance Sheets at
 December 31, 1999 and March 31, 1999                                   2

Condensed Consolidated Statements of Cash Flows
 for the nine months ended December 31, 1999 and 1998                   3

Notes to Condensed Consolidated Financial Statements                    4

Report by KPMG LLP on their limited review                              6

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                  7


Item 3 - Quantitative and Qualitative Disclosures about Market Risk    10


                       PART II - OTHER INFORMATION


Item 1 - Legal Proceedings                                             10

Item 6 - Exhibits and Reports on Form 8-K                              10

Signatures                                                             11











<TABLE>

                     PART I - FINANCIAL INFORMATION

                     ITEM 1 - FINANCIAL STATEMENTS

                     CARTER-WALLACE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                          AND COMPREHENSIVE EARNINGS
                                  (Unaudited)

<CAPTION>
                             Three Months Ended        Nine Months Ended
                                December 31,             December 31,
Statement of Earnings        1999          1998         1999         1998
<S>                     <C>           <C>           <C>           <C>
Net sales               $192,066,000  $162,241,000  $577,167,000  $501,072,000
Other income               2,813,000     5,254,000    10,072,000    13,178,000

                         194,879,000   167,495,000   587,239,000   514,250,000

Cost and expenses:

Cost of goods sold        65,753,000    62,724,000   209,761,000   192,906,000
Advertising, marketing &
 other selling expenses   72,852,000    62,580,000   219,693,000   191,770,000
Research & development
 expenses                  7,903,000     6,416,000    20,533,000    19,393,000
General, administrative
 & other expenses         24,261,000    21,827,000    73,752,000    68,414,000
Interest expense           1,231,000     1,098,000     3,636,000     3,656,000

                         172,000,000   154,645,000   527,375,000   476,139,000

Earnings before taxes
 on income                22,879,000    12,850,000    59,864,000    38,111,000

Provision for taxes
 on income                 8,923,000     5,011,000    23,347,000    14,863,000

Net earnings            $ 13,956,000  $  7,839,000  $ 36,517,000  $ 23,248,000

Earnings per share - Basic    $.31         $ .17          $.81          $.51

Earnings per share - Diluted  $.30         $ .17          $.79          $.51

Cash dividends per share      $.06         $ .06          $.18          $.16

Average shares of common
 stock outstanding        44,994,000    45,093,000    44,987,000    45,240,000

Statement of
Comprehensive Earnings

Net Earnings             $ 13,956,000  $ 7,839,000  $ 36,517,000  $ 23,248,000

Other comprehensive earnings
 (loss): Foreign currency
 translation adjustment    (1,042,000)   1,514,000    (1,253,000)     (496,000)

Total Comprehensive
 Earnings                $ 12,914,000  $ 9,353,000  $ 35,264,000  $ 22,752,000

</TABLE>

<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                   December 31,    March 31,
                                                       1999          1999
Assets                                            (Unaudited)
<S>                                               <C>             <C>
Current Assets:
  Cash and cash equivalents                       $ 49,774,000   $ 49,382,000
  Short-term investments                            40,031,000     31,870,000
  Accounts and other receivables less
    allowances of $8,026,000 at December 31,
     1999 and $7,415,000 at March 31, 1999         141,975,000    129,360,000
  Inventories:
    Finished goods                                  55,674,000     54,019,000
    Work in process                                 12,517,000     10,875,000
    Raw materials and supplies                      29,472,000     25,714,000
                                                    97,663,000     90,608,000
  Deferred taxes, prepaid expenses
   and other current assets                         29,507,000     28,370,000

Total Current Assets                               358,950,000    329,590,000

Property, plant and equipment, at cost             325,398,000    316,759,000
Less:  accumulated depreciation and amortization   175,153,000    166,163,000
                                                   150,245,000    150,596,000
Intangible assets                                  129,538,000    136,389,000
Deferred taxes and other assets                    115,770,000    105,377,000

Total Assets                                      $754,503,000   $721,952,000

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                $ 40,015,000   $ 44,084,000
  Accrued expenses                                 118,689,000    117,823,000
  Notes payable                                      6,869,000      8,134,000

Total Current Liabilities                          165,573,000    170,041,000

Long-Term Liabilities:
  Long-term debt                                    61,896,000     64,861,000
  Deferred compensation                             25,035,000     19,931,000
  Accrued postretirement benefit obligation         69,434,000     69,241,000
  Other long-term liabilities                       45,976,000     38,722,000

Total Long-Term Liabilities                        202,341,000    192,755,000

Stockholders' Equity:
  Common stock                                      34,765,000     34,740,000
  Class B common stock                              12,440,000     12,465,000
  Capital in excess of par value                     4,572,000      4,483,000
  Retained earnings                                396,512,000    368,093,000
  Less:  Foreign currency translation
           adjustment                               29,038,000     27,785,000
         Treasury stock, at cost                    32,662,000     32,840,000
Total Stockholders' Equity                         386,589,000    359,156,000

Total Liabilities and Stockholders' Equity        $754,503,000   $721,952,000
</TABLE>


<TABLE>

                  CARTER-WALLACE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                               (Unaudited)



<CAPTION>
                                                      1999         1998

Cash flows from operations:
<S>                                               <C>           <C>
 Net earnings                                     $ 36,517,000  $23,248,000

 Depreciation and amortization                      23,327,000   20,840,000
 Changes in assets and liabilities                 (27,246,000)   5,196,000
 Cash payments for one-time charges
  incurred in prior years                             (842,000)  20,840,000

                                                    31,756,000   46,863,000


Cash flows used in investing activities:

 Additions to property, plant and equipment        (13,895,000) (11,138,000)
 Cash paid for acquisitions                             -        (3,633,000)
 Increase in short-term investments                 (8,070,000)  (5,318,000)
 Proceeds from sale of property, plant
  and equipment                                        636,000      159,000

                                                   (21,329,000) (19,930,000)
Cash flows used in financing activities:

 Dividends paid                                     (8,098,000)  (7,232,000)
 Increase in borrowings                              3,964,000    2,463,000
 Payments of debt                                   (5,884,000)  (8,751,000)
 Purchase of treasury stock                             -        (4,381,000)

                                                   (10,018,000) (17,901,000)
Effect of exchange rate changes on
 cash and cash equivalents                             (17,000)    (878,000)

Increase in cash and
 cash equivalents                                 $    392,000  $ 8,154,000
</TABLE>



















                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 1999 AND 1998


Note 1:  Interim Reports

The results of the interim periods are not necessarily indicative of results
expected for a full year's operations.  In the opinion of management, all
adjustments necessary for a fair statement of results of these interim periods
have been reflected in these financial statements and are of a normal recurring
nature.


Note 2:  Review of Independent Auditors

The financial information included in this Form has been reviewed by KPMG LLP,
independent auditors.  A copy of their report on this limited review is included
in this Form.


Note 3:  Felbatol

As previously reported, in the fiscal years ended March 31, 1995 and 1996 the
Company incurred one-time charges to pre-tax earnings totaling $45,980,000
related to use restrictions for Felbatol.  Depending on future sales levels,
additional inventory write-offs may be required.  If for any reason the product
at some future date should no longer be available in the market, the Company
will incur an additional one-time charge, consisting primarily of inventory
write-offs and anticipated returns of product currently in the market, in the
range of $20,000,000 on a pre-tax basis.


Note 4:  Litigation

The Company is involved in various legal proceedings involving securities
litigation, product liability, anti-trust, contract dispute and environmental
matters. Further information regarding Legal Proceedings involving the Company
is presented in Note 14 "Litigation Including Environmental Matter" of the Notes
to the Consolidated Financial Statements on pages 27 to 29 of the Company's 1999
Annual Report to Stockholders incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999 and is herein
expressly incorporated by reference.

In November 1999, the United States District Court, Southern District of New
York, granted the Company's motion for judgment on the pleadings with respect to
the remaining claims of the Consolidated Securities Class Action Complaint and
dismissed the case.  Plaintiffs have appealed such order to the United States
Court of Appeals for the Second Circuit.

With respect to the three pending product liability actions against the Company
alleging various adverse reactions and other injuries suffered as a result of
using Felbatol, two of the actions have been resolved with no material adverse
effect on the Company's financial statements.

The Company continues to believe, based upon opinion of counsel, that it has
good defenses to all of the pending actions referenced above and should prevail.


                             (Continued)




                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 1999 AND 1998
                               (Continued)





Note 5:  Business Segments (In Thousands)


Business segment information for the three and nine months ended December 31,
1999 and 1998 is as follows:
<TABLE>
                                      Three Months Ended   Nine Months Ended
                                          December 31         December 31
<S>                                       1999     1998       1999     1998
Net Sales                              <C>       <C>       <C>       <C>
 Domestic Consumer Products            $ 68,307  $ 65,495  $234,550  $217,902
 Domestic Health Care                    66,931    46,310   159,990   128,688
 International                           56,828    50,436   182,627   154,482

Total Net Sales                        $192,066  $162,241  $577,167  $501,072


Operating Profit
 Domestic Consumer Products            $  9,913  $  9,446  $ 49,622  $ 38,062
 Domestic Health Care                    22,789    11,756    40,886    30,264
 International                            3,774     3,759    13,650    12,342
 Domestic net interest expense             (512)     (508)   (1,557)  (1,617)
 Other (expense) net of other income     (4,012)   (2,208)  (14,483) (12,003)
 General Corporate expenses              (9,073)   (9,395)  (28,254) (28,937)

Earnings before taxes on income        $ 22,879 $  12,850  $ 59,864 $ 38,111
</TABLE>

Note 6:  Earnings per Share

Basic earnings per share for each period presented has been calculated using the
weighted average shares outstanding.  In computing diluted earnings per share
incremental shares issuable upon the assumed exercise of stock options and the
vesting of stock awards have been added to the weighted average shares
outstanding.

For the three months and nine months ended December 31, 1999 incremental shares
for purposes of calculating diluted earnings per share amounted to 1,089,200 and
1,006,500 shares, respectively.  This compares to 827,900 and 656,300
incremental shares in the three months and nine months ended December 31, 1998,
respectively.

Note 7: Long-Term Incentive Plan

At the Annual Meeting of Stockholders held on July 20, 1999 the stockholders
approved a proposal amending the 1996 Long-Term Incentive Plan to increase by
4,500,000 shares the number of shares of Common Stock that may be delivered or
purchased pursuant to awards made under the Plan.











<AUDIT-REPORT>

                   INDEPENDENT AUDITORS' REVIEW REPORT




The Board of Directors
Carter-Wallace, Inc.:

We have reviewed the condensed consolidated balance sheet of Carter-Wallace,
Inc. and subsidiaries as of December 31, 1999, and the related condensed
consolidated statements of earnings and comprehensive earnings for the three
month and nine month periods ended December 31, 1999 and 1998 and the condensed
consolidated statements of cash flows for the nine month periods ended
December 31, 1999 and 1998.  These condensed consolidated financial statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants.  A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carter-Wallace, Inc. and
subsidiaries as of March 31, 1999, and the related consolidated statements of
earnings, retained earnings, and comprehensive earnings, and cash flows for the
year then ended (not presented herein); and in our report dated May 5, 1999, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of March 31, 1999 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which
it has been derived.


KPMG LLP
New York, New York
January 28, 2000

</AUDIT-REPORT>












                   CARTER-WALLACE, INC.
            ITEM 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations

Results of Operations - Three months ended December 31, 1999 compared to three
months ended December 31, 1998

Consolidated earnings after taxes in the three months ended December 31, 1999
were $13,956,000 compared with net earnings of $7,839,000 in the three months
ended December 31, 1998.  Basic earnings per share were $.31 per share in the
three months ended December 31, 1999, compared to $.17 per share in the three
months ended December 31, 1998.

Net sales increased $29,825,000 (18.4%) in the current year period as compared
to net sales in the prior year period.  The sales increase was due largely to
higher unit volume in all business segments, with the largest increase in the
Domestic Health Care segment.  Sales of pharmaceutical products in the Domestic
Health Care segment continue to be adversely affected by generic competition.
The increase in International unit volume was due in part to the acquisition of
the Barbara Gould line of skin care products in France and product
introductions. Selling price increases in the Domestic Health Care and
International segments also contributed to the sales increase.

The Company believes that a certain portion of the increase in sales and profits
in the quarter ended December 31, 1999 resulted from the timing of purchases by
Domestic Health Care customers due to changes in wholesaler distribution
patterns and possibly to such customers increasing their inventory prior to Y2K.
As a result, the Company's sales of Domestic Health Care products and related
profits may be adversely affected in the quarter ending March 31, 2000.

Sales and earnings from foreign operations are subject to fluctuations in
exchange rates.  Lower foreign exchange rates had the effect of decreasing sales
in the current year period by approximately $3,500,000.  The effect of changes
in foreign exchange on earnings was not material.

Other income decreased by $2,441,000 from $5,254,000 in the prior year period to
$2,813,000 in the current year period.  Included in other income are credits of
$1,011,000 in the current year and $2,976,000 in the prior year related to ASTA
Medica's share of joint venture operations.

Cost of goods sold as a percentage of net sales decreased from 38.7% in the
prior year period to 34.2% in the current year period primarily due to changes
in product mix.

Advertising, marketing and other selling expenses increased by $10,272,000 or
16.4% versus the prior year period due mostly to higher spending in all
segments, with the largest increases in the Domestic Health Care and
International segments.  The International segment increase was due in part to
promotional support for the recently acquired Barbara Gould product line.

Research and development expenses increased by $1,487,000 or 23.2% versus the
prior year period due mostly to increased spending in the Domestic Health Care
segment.

General, administrative and other expenses increased $2,434,000 or 11.2% versus
the prior year period due largely to increased compensation related expenses and
costs associated with the sharing of profits on a reformulated product.

The estimated annual effective tax rate applied in the three months ended
December 31, 1999 was 39%, the same rate as in the prior year period.

                                (Continued)

                              CARTER-WALLACE, INC.
             ITEM 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations
                                (Continued)

Results of Operations - Nine months ended December 31, 1999 compared to nine
months ended December 31, 1998


Consolidated earnings after taxes in the nine months ended December 31, 1999
were $36,517,000 compared with net earnings of $23,248,000 in the nine months
ended December 31, 1998.  Basic earnings per share were $.81 per share in the
nine months ended December 31, 1999, compared to $.51 per share in the nine
months ended December 31, 1998.

Net Sales increased $76,095,000 (15.2%) in the current nine month period as
compared to net sales in the prior year period, with all Company business
segments recording sales gains. Sales of Domestic Health Care products were
higher by $31,302,000 or 24.3% reflecting unit sales gains and selling price
increases. Sales of pharmaceutical products in the Domestic Health Care segment
continue to be adversely affected by generic competition.  Domestic Consumer
Products segment sales were higher by $16,648,000 or 7.6% this year due almost
entirely to increased unit sales.  The increase in International sales of
$28,145,000 or 18.2% was due in part to unit volume gains mostly from the
acquistion of the Barbara Gould line of skin care products in France and product
introductions.  Selling price increases also helped increase International
sales.

The Company believes that a certain portion of the increase in sales and profits
in the quarter ended December 31, 1999 resulted from the timing of purchases by
Domestic Health care customers due to changes in wholesaler distribution
patterns and possibly to such customers increasing their inventory prior to
Y2K. As a result, the Company's sales of Domestic Health Care products and
related profits may be adversely affected in the quarter ending March 31, 2000.

Sales and earnings from foreign operations are subject to fluctuations in
exchange rates.  Lower foreign exchange rates had the effect of decreasing sales
in the current year period by approximately $6,800,000.  The effect of changes
in foreign exchange on earnings was not material.

Other income decreased by $3,106,000 from $13,178,000 in the prior year period
to $10,072,000 in the current year period.  Included in other income are credits
of $4,370,000 in the current year and $6,482,000 in the prior year related to
ASTA Medica's share of joint venture operations.

Cost of goods sold as a percentage of net sales decreased from 38.5% in the
prior year period to 36.3% in the current year period primarily due to changes
in product mix.

Advertising, marketing and other selling expenses increased by $27,923,000 or
14.6% versus the prior year period due mostly to increased spending in the
International and Domestic Health Care segments.  Spending was higher in the
International segment due in part to promotional support for the recently
acquired Barbara Gould product line and product introductions.  Spending was
higher in the Domestic Health Care segment partly as a result of costs
associated with the introduction of a reformulated version of an existing
product and product introductions.

Research and development expenses increased by $1,140,000 or 5.9% versus the
prior year period due mostly to increased spending in the Domestic Health Care
segment.

                                (Continued)



                           CARTER-WALLACE, INC.
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                                (Continued)

General, administrative and other expenses increased $5,338,000 or 7.8% versus
the prior year period due largely to increased compensation related expenses.

The estimated annual effective tax rate applied in the nine months ended
December 31, 1999  was 39%, the same rate as in the prior year period.

Felbatol

As previously reported, in the fiscal years ended March 31, 1995 and 1996 the
Company incurred one-time charges to pre-tax earnings totaling $45,980,000
related to use restrictions for Felbatol.  Depending on future sales levels,
additional inventory write-offs may be required.  If for any reason the product
at some future date should no longer be available in the market, the Company
will incur an additional one-time charge, consisting primarily of inventory
write-offs and anticipated returns of product currently in the market, in the
range of $20,000,000 on a pre-tax basis.

Year 2000 Compliance

The Company successfully implemented a plan addressing Year 2000 technology
compliance for its information technology ("IT") and non-IT systems.  The cost
of the entire project was approximately $1,500,000 on a pre-tax basis.

Liquidity and Capital Resources

Funds provided from operations are used for capital expenditures, acquisitions,
the purchase of treasury stock, the payment of dividends and working capital
requirements.  External borrowings are incurred as needed to satisfy cash
requirements relating to seasonal business fluctuations, to finance major
facility expansion programs and to finance major acquisitions.

In the Statement of Cash Flows, the change in assets and liabilities in the
current year period compared to that in the prior year period is due largely to
increased working capital requirements in the current year, including higher
accounts receivable and inventory levels, as well as a reduced level of accounts
payable and accrued expenses.  The increase in accounts receivable is due
largely to increased sales volume as well as the timing of collections in
comparison to the prior year.






















                           CARTER-WALLACE, INC.
                 ITEM 3 - QUANTITATIVE AND QUALITATIVE
                      DISCLOSURES ABOUT MARKET RISK


A portion of the Company's revenues and earnings are exposed to changes in
foreign exchange rates.  Where practical, the Company seeks to relate expected
local currency revenues with local currency costs and local currency assets with
local currency liabilities.

The Company's interest bearing investments and a portion of its debt are subject
to interest rate risk.  Changes in interest rates could affect interest income
and expense in future periods.  The Company invests on a short-term basis.

There has been no material impact on operations from market risk exposures
during the nine-month period ended December 31, 1999.


                        PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

Refer to Note 4: "Litigation" of Notes to Condensed Consolidated Financial
Statements for information regarding legal proceedings.


Item 6 - Exhibits and Reports on Form 8-K

  (a)  Exhibit 23 - KPMG Letter Regarding Interim Review Report

       Exhibit 27 - Financial Data Schedule (EDGAR filing only).

  (b)  Reports on Form 8-K - No reports on Form 8-K have been filed during the
       quarter ended December 31, 1999.




























                                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.


                                               Carter-Wallace, Inc.
                                                  (Registrant)




Date: January 31, 2000                      /s/Ralph Levine
                                               Ralph Levine
                                               President & Chief
                                               Operating Officer




Date: January 31, 2000                        /s/Paul A. Veteri
                                                 Paul A. Veteri
                                               Executive Vice President
                                               & Chief Financial Officer