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, 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 December 31, 1998 were 32,650,600 and 12,331,500, respectively.









                  CARTER-WALLACE, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                            DECEMBER 31, 1998




                      PART I - FINANCIAL INFORMATION




Item 1 - Financial Statements

Condensed Consolidated Statements of Earnings for the
 three and nine months ended December 31, 1998 and 1997                    1

Condensed Consolidated Balance Sheets at
 December 31, 1998 and March 31, 1998                                      2

Condensed Consolidated Statements of Cash Flows
 for the nine months ended December 31, 1998 and 1997                      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


                       PART II - OTHER INFORMATION


Item 1 - Legal Proceedings                                                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           Nine Months Ended 
                                December 31,                December 31,       
                            1998         1997            1998         1997    
Revenues:
  <S>                        <C>          <C>             <C>          <C>

  Net sales             $162,241,000 $152,521,000    $501,072,000 $491,095,000
  Other revenues           5,254,000    2,061,000      13,178,000    4,936,000
 
                         167,495,000  154,582,000     514,250,000  496,031,000

Cost and expenses:

  Cost of goods sold      62,724,000   56,666,000     192,906,000  178,988,000
  Advertising, marketing &
   other selling expenses 62,580,000   60,380,000     191,770,000  195,212,000
  Research & development
   expenses                6,416,000    6,261,000      19,393,000   20,411,000
  General, administrative
   & other expenses       21,827,000   19,362,000      68,414,000   63,920,000
  Interest expense         1,098,000    1,118,000       3,656,000    3,312,000

                         154,645,000  143,787,000     476,139,000  461,843,000

Earnings before taxes
 on income                12,850,000   10,795,000      38,111,000   34,188,000

Provision for taxes
 on income                 5,011,000    3,976,000      14,863,000   13,333,000

Net earnings            $  7,839,000 $  6,819,000    $ 23,248,000 $ 20,855,000

Earnings per share -
 Basic and Diluted          $ .17       $ .15           $ .51        $ .45

Cash dividends per share    $ .06       $ .04           $ .16        $ .12

Average shares of common
 stock outstanding        45,093,000   46,085,000      45,240,000   46,235,000
</TABLE>






<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                   December 31,    March 31,
                                                       1998          1998    
Assets                                             (Unaudited)
  <S>                                                  <C>            <C>
Current Assets:
  Cash and cash equivalents                       $ 59,815,000   $ 51,661,000
  Short-term investments                            31,144,000     25,826,000
  Accounts and other receivables less
    allowances of $7,510,000 at December 31,
     1998 and $7,306,000 at March 31, 1998         115,076,000    133,011,000
  Inventories:
    Finished goods                                  46,388,000     45,811,000
    Work in process                                  9,921,000      9,751,000
    Raw materials and supplies                      24,847,000     25,408,000
                                                    81,156,000     80,970,000
  Deferred taxes, prepaid expenses
   and other current assets                         31,664,000     28,470,000
Total Current Assets                               318,855,000    319,938,000

Property, plant and equipment, at cost             311,705,000    300,051,000
Less:  accumulated depreciation and amortization   162,729,000    149,828,000
                                                   148,976,000    150,223,000
Intangible assets                                  124,129,000    124,542,000
Deferred taxes and other assets                    101,935,000     98,910,000

Total Assets                                      $693,895,000   $693,613,000

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                $ 31,152,000   $ 32,506,000
  Accrued expenses                                 117,343,000    123,863,000
  Notes payable                                      7,651,000     17,854,000
Total Current Liabilities                          156,146,000    174,223,000

Long-Term Liabilities:
  Long-term debt                                    52,997,000     48,887,000
  Deferred compensation                             19,458,000     17,553,000
  Accrued postretirement benefit obligation         69,653,000     69,292,000
  Other long-term liabilities                       36,269,000     34,008,000

Total Long-Term Liabilities                        178,377,000    169,740,000

Stockholders' Equity:
  Common stock                                      34,720,000     34,698,000
  Class B common stock                              12,485,000     12,507,000
  Capital in excess of par value                     4,483,000      4,204,000
  Retained earnings                                365,831,000    349,815,000
  Less:  Foreign currency translation
           adjustment                               25,307,000     24,811,000
         Treasury stock, at cost                    32,840,000     26,763,000
Total Stockholders' Equity                         359,372,000    349,650,000

Total Liabilities and Stockholders' Equity        $693,895,000   $693,613,000
</TABLE>
<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                               (Unaudited)



<CAPTION>
                                                      1998           1997    

Cash flows from operations:
  <S>                                                  <C>            <C>

  Net earnings                                    $ 23,248,000   $ 20,855,000

  Depreciation and amortization                     20,840,000     18,145,000
  Changes in assets and liabilities                  5,196,000     (8,885,000)
  Cash payments for one-time charges
   incurred in prior years                          (2,421,000)   (12,685,000)

                                                    46,863,000     17,430,000 


Cash flows used in investing activities:

  Additions to property, plant and equipment       (11,138,000)   (12,383,000)
  Cash paid for acquisitions                        (3,633,000)         -    
  (Increase) in short-term investments              (5,318,000)    (8,839,000)
  Proceeds from sale of property, plant
   and equipment                                       159,000      6,263,000

                                                   (19,930,000)   (14,959,000)

Cash flows used in financing activities:

  Dividends paid                                    (7,232,000)    (5,560,000)
  Increase in borrowings                             2,463,000        289,000
  Payments of debt                                  (8,751,000)    (2,473,000)
  Purchase of treasury stock                        (4,381,000)    (9,277,000)

                                                   (17,901,000)   (17,021,000)

Effect of exchange rate changes on
 cash and cash equivalents                            (878,000)      (587,000)

Increase (decrease) in cash and
 cash equivalents                                 $  8,154,000   $(15,137,000)

</TABLE>









                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 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 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 pending actions referenced above and should prevail.



                              (Continued)



                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 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 nine months ended December 31, 1998 was 
$9,353,000 and $22,752,000, respectively.  This compares to comprehensive income
for the three months and nine months ended December 31, 1997 of $7,627,000 
and $18,124,000, 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 December 31, 1998, and the related condensed
consolidated statements of earnings for the three month and nine month 
periods ended December 31, 1998 and 1997 and the condensed consolidated 
statements of cash flows for the nine month periods ended December 31, 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 LLP




New York, New York
January 26, 1999

</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, 1998 compared to three
months ended December 31, 1997

Consolidated earnings after taxes in the three months ended December 31, 1998 
were $7,839,000 or $.17 per share compared with net earnings of $6,819,000 or
$.15 per share in the three months ended December 31, 1997.

Net sales increased $9,720,000 (6.4%) 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 both the Health Care and Consumer Products segments
as well as selling price increases in both the Health Care and Consumer 
Products segments.  Sales of pharmaceutical products in the Health Care 
segment continue to be adversely affected 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 $1,000,000.  The effect of
changes in foreign exchange on earnings was not material.

Other revenues increased by $3,193,000 from $2,061,000 in the prior year period
to $5,254,000 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 37.2% in the 
prior year period to 38.7% in the current year period primarily due to 
changes in product mix.

Advertising, marketing and other selling expenses increased by $2,200,000 or 
3.6% versus the prior year period due to increased spending in the Health 
Care segment.  Spending in the Consumer Products segment was lower than in
the prior year period.

Research and development expenses increased by $155,000 or 2.5% versus the prior
year period.

General, administrative and other expenses increased $2,465,000 or 12.7% 
versus the prior year period due largely to the timing of certain expenses in
comparison with the prior year period.

The estimated annual effective tax rate applied in the three months ended 
December 31, 1998 was 39%, the same as the fiscal 1998 annual tax rate.  
However, this rate is higher than the 36.8% rate applied in the three months
ended December 31, 1997.



                               (Continued)





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



Results of Operations - Nine months ended December 31, 1998 compared to nine 
months ended December 31, 1997

Consolidated earnings after taxes in the nine months ended December 31, 1998 
were $23,248,000 or $.51 per share compared with net earnings of $20,855,000
or $.45 per share in the nine months ended December 31, 1997.

Net sales increased $9,977,000 (2.0%) 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 affected 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 $5,600,000.  The effect of
changes in foreign exchange on earnings was not material.

Other revenues increased by $8,242,000 from $4,936,000 in the prior year period 
to $13,178,000 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 36.4% in the 
prior year period to 38.5% in the current year period primarily due to 
changes in product mix.

Advertising, marketing and other selling expenses decreased by $3,442,000 or
1.8% versus the prior year period due to reduced spending in the Consumer 
Products segment.  Spending in the Health Care segment was higher than in the
prior year period.

Research and development expenses decreased by $1,018,000 or 5.0% versus the 
prior year period due primarily to decreased spending in the Consumer 
Products segment as a result of non-recurring prior year employee termination
costs.

General, administrative and other expenses increased $4,494,000 or 7.0% versus 
the prior year period due primarily to employee termination costs related to
organizational changes as well as the timing of certain expenses versus the
prior year period.

The estimated annual effective tax rate applied in the nine months ended 
December 31, 1998 was 39%, the same rate as in the prior year period.




                               (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 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 a 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 191,000 shares at a total cost of $2,900,000 through
December 31, 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 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 December 31, 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:  February 2, 1999                        /s/Ralph Levine           
                                               Ralph Levine
                                               President & Chief
                                                Operating Officer




Date:  February 2, 1999                        /s/Paul A. Veteri         
                                               Paul A. Veteri
                                               Executive Vice President
                                                & Chief Financial Officer