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 September 30, 1998

( )  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 September 30, 1998 were 32,930,900 and 12,337,800, respectively.







                  CARTER-WALLACE, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                            SEPTEMBER 30, 1998




                      PART I - FINANCIAL INFORMATION




Item 1 - Financial Statements

Condensed Consolidated Statements of Earnings for
 the three and six months ended September 30, 1998 and 1997             1

Condensed Consolidated Balance Sheets at
 September 30, 1998 and March 31, 1998                                  2

Condensed Consolidated Statements of Cash Flows
 for the six months ended September 30, 1998 and 1997                   3

Notes to Condensed Consolidated Financial Statements                    4

Report by KPMG Peat Marwick LLP on their limited review                 6

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


                       PART II - OTHER INFORMATION


Item 1 - Legal Proceedings                                             11

Item 4 - Submission of Matters to a Vote of Security Holders           11

Item 6 - Exhibits and Reports on Form 8-K                              11

Signatures                                                             12












<TABLE>
                     PART I - FINANCIAL INFORMATION

                     ITEM 1 - FINANCIAL STATEMENTS

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

<CAPTION>
                              Three Months Ended         Six Months Ended   
                                September 30,              September 30,      
                              1998         1997         1998         1997    
Revenues:
  <S>                     <C>          <C>          <C>          <C>
  Net sales               $169,169,000 $168,459,000 $338,831,000 $338,574,000
  Other revenues             4,840,000    1,452,000    7,924,000    2,875,000

                           174,009,000  169,911,000  346,755,000  341,449,000

Cost and expenses:

  Cost of goods sold        66,767,000   62,340,000  130,182,000  122,322,000
  Advertising, marketing &
   other selling expenses   65,824,000   68,954,000  129,190,000  134,832,000
  Research & development
   expenses                  6,289,000    7,923,000   12,977,000   14,150,000
  General, administrative
   & other expenses         24,138,000   21,704,000   46,587,000   44,558,000
  Interest expense           1,292,000    1,114,000    2,558,000    2,194,000

                           164,310,000  162,035,000  321,494,000  318,056,000

Earnings before taxes
 on income                   9,699,000    7,876,000   25,261,000   23,393,000

Provision for taxes
 on income                   3,783,000    3,150,000    9,852,000    9,357,000

Net earnings              $  5,916,000 $  4,726,000 $ 15,409,000 $ 14,036,000

Earnings per share -
 Basic and Diluted            $ .13        $ .10        $ .34        $ .30

Cash dividends per share      $ .06        $ .04        $ .10        $ .08

Average shares of common
 stock outstanding          45,314,000   46,329,000   45,328,000   46,334,000
</TABLE>




<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                   September 30,   March 31,
                                                       1998          1998    
Assets                                             (Unaudited)
  <S>                                             <C>            <C>
Current Assets:
  Cash and cash equivalents                       $ 56,936,000   $ 51,661,000
  Short-term investments                            29,131,000     25,826,000
  Accounts and other receivables less
    allowances of $7,321,000 at September 30,
     1998 and $7,306,000 at March 31, 1998         128,318,000    133,011,000
  Inventories:
    Finished goods                                  41,418,000     45,811,000
    Work in process                                 10,109,000      9,751,000
    Raw materials and supplies                      27,309,000     25,408,000
                                                    78,836,000     80,970,000
  Deferred taxes, prepaid expenses
   and other current assets                         30,293,000     28,470,000
Total Current Assets                               323,514,000    319,938,000

Property, plant and equipment, at cost             306,978,000    300,051,000
Less:  accumulated depreciation and amortization   158,304,000    149,828,000
                                                   148,674,000    150,223,000
Intangible assets                                  124,787,000    124,542,000
Deferred taxes and other assets                     99,825,000     98,910,000

Total Assets                                      $696,800,000   $693,613,000

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                $ 36,335,000   $ 32,506,000
  Accrued expenses                                 117,105,000    123,863,000
  Notes payable                                     14,503,000     17,854,000
Total Current Liabilities                          167,943,000    174,223,000

Long-Term Liabilities:
  Long-term debt                                    51,143,000     48,887,000
  Deferred compensation                             17,233,000     17,553,000
  Accrued postretirement benefit obligation         69,533,000     69,292,000
  Other long-term liabilities                       34,170,000     34,008,000

Total Long-Term Liabilities                        172,079,000    169,740,000

Stockholders' Equity:
  Common stock                                      34,714,000     34,698,000
  Class B common stock                              12,491,000     12,507,000
  Capital in excess of par value                     4,399,000      4,204,000
  Retained earnings                                360,691,000    349,815,000
  Less:  Foreign currency translation
           adjustment                               26,821,000     24,811,000
         Treasury stock, at cost                    28,696,000     26,763,000
Total Stockholders' Equity                         356,778,000    349,650,000

Total Liabilities and Stockholders' Equity        $696,800,000   $693,613,000
</TABLE>
<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                               (Unaudited)
<CAPTION>



                                                      1998           1997    

Cash flows from operations:
  <S>                                             <C>            <C>
  Net earnings                                    $ 15,409,000   $ 14,036,000

  Cash payments for one-time charges
   incurred in prior years                          (1,953,000)   (11,092,000)
  Changes in assets and liabilities                  4,806,000     (5,949,000)
  Depreciation and amortization                     13,188,000     12,044,000

                                                    31,450,000      9,039,000 


Cash flows used in investing activities:

  Additions to property, plant and equipment        (6,757,000)    (8,138,000)
  Cash paid for acquisitions                        (3,633,000)         -    
  (Increase) in short-term investments              (4,405,000)    (1,051,000)
  Proceeds from sale of property, plant
   and equipment                                        15,000      6,142,000 

                                                   (14,780,000)    (3,047,000)

Cash flows used in financing activities:

  Dividends paid                                    (4,533,000)    (3,707,000)
  Increase in borrowings                             3,875,000         34,000
  Payments of debt                                  (5,628,000)    (1,837,000)
  Purchase of treasury stock                        (2,196,000)      (796,000)

                                                    (8,482,000)    (6,306,000)

Effect of exchange rate changes on
 cash and cash equivalents                          (2,913,000)      (355,000)

Increase (decrease) in cash and
 cash equivalents                                 $  5,275,000   $   (669,000)
</TABLE>









                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      SEPTEMBER 30, 1998 AND 1997


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 Peat
Marwick 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

Information regarding Legal Proceedings involving the Company is presented in
Note 19 "Litigation Including Environmental Matters" of the Notes to the
Consolidated Financial Statements on pages 28 to 31 of the Company's 1998 Annual
Report to Stockholders incorporated by reference in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1998 and is herein expressly
incorporated by reference.

In July 1998, the United States Court of Appeals for the Second Circuit affirmed
in part and reversed and remanded in part the decision of the United States
District Court, Southern District of New York, which had dismissed with
prejudice the Second Amended Class Action Complaint alleging that certain
statements made by the Company with respect to the safety and anticipated future
sales of its anti-epilepsy drug Felbatol were false and misleading.

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


                              (Continued)


                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      SEPTEMBER 30, 1998 AND 1997
                              (Continued)




Note 5:  Accounting Pronouncement

The Company has adopted Statement of Financial Accounting Standards No. 130
"Reporting Comprehensive Income".  This Statement establishes standards for
reporting and displaying comprehensive income and its components.  Comprehensive
income for the three months and six months ended September 30, 1998 was
$5,097,000 and $13,399,000, respectively.  This compares to comprehensive income
for the three months and six months ended September 30, 1997 of $1,302,000 and 
$10,497,000, respectively.





































<AUDIT-REPORT>

                       INDEPENDENT AUDITORS' REPORT




The Board of Directors
Carter-Wallace, Inc.:

We have reviewed the condensed consolidated balance sheet of Carter-Wallace,
Inc. and subsidiaries as of September 30, 1998, and the related condensed
consolidated statements of earnings for the three month and six month periods
ended September 30, 1998 and 1997 and the condensed consolidated statements of
cash flows for the six month periods ended September 30, 1998 and 1997.  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, 1998, and the related consolidated statements of
earnings and retained earnings, and cash flows for the year then ended
(not presented herein); and in our report dated May 7, 1998, 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, 1998 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.






                                                KPMG PEAT MARWICK LLP




New York, New York
October 27, 1998

</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 September 30, 1998 compared to three
months ended September 30, 1997

Consolidated earnings after taxes in the three months ended September 30, 1998
were $5,916,000 or $.13 per share compared with net earnings of $4,726,000 or
$.10 per share in the three months ended September 30, 1997.

Net sales increased $710,000 (0.4%) in the current year period as compared to
net sales in the prior year period.  The improvement was due primarily to
increased unit volume in the Consumer Products segment and selling price
increases in both the Health Care and Consumer Products segments.  Unit volume
in the Health Care segment was lower than in the prior year period.  Sales of
pharmaceutical products in the Health Care segment continue to be adversely
impacted by generic competition.

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 $1,800,000.  The effect of changes
in foreign exchange rates on earnings was not material.

Other revenues increased by $3,388,000 from $1,452,000 in the prior year period
to $4,840,000 in the current year period.  Included in the current year period
is a credit related to joint venture operations as well as increased interest
income.

Cost of goods sold as a percentage of net sales increased from 37.0% in the
prior year period to 39.5% in the current year period primarily due to changes
in product mix.

Advertising, marketing and other selling expenses decreased by $3,130,000 or
4.5% versus the prior year period due primarily to reduced spending in the
Consumer Products segment.

Research and development expenses decreased by $1,634,000 or 20.6% versus the
prior year period due primarily to lower spending in both the Consumer Products
and Health Care segments.  The decline in the Consumer Products segment is
largely related to prior year employee termination costs.

General, administrative and other expenses increased $2,434,000 or 11.2% versus
the prior year period due largely to employee termination costs related to
organizational changes.

The estimated annual effective tax rate applied in the three months ended
September 30, 1998 was 39%, the same as the fiscal 1998 annual tax rate. 
However, this rate is lower than the 40% rate applied in the three months ended
September 30, 1997.

                               (Continued)

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


Results of Operations - Six months ended September 30, 1998 compared to six
months ended September 30, 1997

Consolidated earnings after taxes in the six months ended September 30, 1998
were $15,409,000 or $.34 per share compared with net earnings of $14,036,000 or
$.30 per share in the six months ended September 30, 1997.

Net sales increased $257,000 (0.1%) in the current year period as compared to
net sales in the prior year period.  The improvement was due primarily to
increased unit volume in the Consumer Products segment and selling price
increases in both the Health Care and Consumer Products segments.  Unit volume
in the Health Care segment was lower than in the prior year period.  Sales of
pharmaceutical products in the Health Care segment continue to be adversely
impacted by generic competition.

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 $4,600,000.  The effect of changes
in foreign exchange on earnings was not material.

Other revenues increased by $5,049,000 from $2,875,000 in the prior year period
to $7,924,000 in the current year period.  Included in the current year period
is a credit related to joint venture operations as well as increased interest
income.

Cost of goods sold as a percentage of net sales increased from 36.1% in the
prior year period to 38.4% in the current year period primarily due to changes
in product mix.

Advertising, marketing and other selling expenses decreased by $5,642,000 or
4.2% versus the prior year period due to reduced spending in both the Consumer
Products and Health Care segments.

Research and development expenses decreased by $1,173,000 or 8.3% versus the
prior year period due primarily to decreased spending in the Consumer Products
segment as a result of prior year employee termination costs.

General, administrative and other expenses increased $2,029,000 or 4.6% versus
the prior year period due largely to employee termination costs related to
organizational changes.

The estimated annual effective tax rate applied in the six months ended 
September 30, 1998 was 39%, the same as the fiscal 1998 annual tax rate.
However, this rate is lower than the 40% rate applied in the six months ended
September 30, 1997.

                               (Continued)


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

Astelin

In July 1998, the Company entered into a joint venture agreement with ASTA
Medica AG with an effective date of November, 1997.  Under the terms of the
agreement the Company is responsible for all manufacturing, selling, marketing
and administrative activities for Astelin and Depen, another product licensed
from ASTA Medica AG, and receives compensation for these activities from the
joint venture.


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 is implementing a plan which addresses Year 2000 technology
compliance for its information technology ("IT") and non-IT systems.  The plan
includes a review of the Company's suppliers and customers to assure that they
are working toward Year 2000 compliance.

Internal IT systems are expected to be made compliant by the first quarter of
the next fiscal year.  Non-IT systems are expected to be made compliant by the
second quarter of the next fiscal year.  Material third party vendors have been
contacted and asked to attest to Year 2000 compliance.  Alternate vendors will
be evaluated as potential replacements for non-compliant or non-responsive
vendors.  The entire project is expected to cost between $1,000,000 and
$2,000,000 on a pre-tax basis. 


If IT and non-IT systems affected by the Year 2000 were not addressed as the
Company is doing, they could conceivably cause technological failures throughout
the Company, disrupting normal business operations.  These theoretical
consequences are generally shared with other manufacturing companies.  

Management does not believe that the Company's business will be materially
affected by Year 2000 issues.   Nevertheless, the Company expects to have
contingency plans that address the most reasonably likely worst case Year 2000
scenarios.  Contingency plans include a possible increase in key inventory items
in anticipation of vendors not being able to supply stock and, where
appropriate, a review of manual operations to provide back-up for critical
areas.

                               (Continued)

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



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.

Approximately 15% of the Company's debt is financed at variable interest rates.
Changes in interest rates could affect interest expense in future periods.

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 primarily
to decreased working capital requirements in the current year, primarily
accounts receivable.

In September 1998, the Company's Board of Directors approved repurchase by the
Company of up to 1,000,000 shares of its outstanding common stock in the open
market or in privately negotiated transactions.  Under this program the Company
has repurchased 60,000 shares at a total cost of $910,000 through September 30,
1998.

Under the stock repurchase program approved in October 1997, the Company
repurchased 945,000 shares at a total cost of $15,890,000 through March 31,
1998, and 55,000 shares in April 1998, at a total cost of $985,000.























                       PART II - OTHER INFORMATION



Item 1 - Legal Proceedings

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


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

(a) The Annual Meeting of Stockholders of the Company was held on July 21, 1998.

(b) At the Annual Meeting the following matters were submitted to a vote of
    security holders:

    (1)  Each person named below received the number of votes set opposite his
         or her name for election as Director of the Company to serve until the
         next Annual Meeting of Stockholders and until his or her successor
         shall have been elected and qualified:

              David M. Baldwin                    144,996,405
              Daniel J. Black                     144,998,260
              Richard L. Cruess                   144,995,995
              Suzanne H. Garcia                   145,002,580
              Henry H. Hoyt, Jr.                  144,980,728
              Scott C. Hoyt                       144,983,912
              Ralph Levine                        145,016,618
              Herbert M. Rinaldi                  144,485,551
              Paul A. Veteri                      145,016,172

         6,831,297 votes were withheld from voting on Directors.

    (2)  On the resolution relating to the appointment of KPMG Peat Marwick LLP,
         independent auditors, to audit the financial statements of the Company
         for the fiscal year ending March 31, 1999, the number of votes cast in
         favor of this proposal was 146,882,023 and the number of votes cast
         against this proposal was 544,465.

    (3)  On the resolution relating to maximizing shareholder value, the number
         of votes cast in favor of this proposal was 3,610,151 and the number
         of votes cast against this proposal was 138,181,149.


Item 6 - Exhibits and Reports on Form 8-K

  (a)  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 September 30, 1998.



                                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:  October 27, 1998                        /s/Ralph Levine           
                                               Ralph Levine
                                               President & Chief
                                                Operating Officer




Date:  October 27, 1998                        /s/Paul A. Veteri         
                                               Paul A. Veteri
                                               Executive Vice President
                                                & Chief Financial Officer