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, 1996

( )  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, 1996 were 33,988,000 and 12,409,800, respectively.






                  CARTER-WALLACE, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                            DECEMBER 31, 1996




                      PART I - FINANCIAL INFORMATION




Item 1 - Financial Statements

Condensed Consolidated Statements of Earnings for the
 three months and nine months ended December 31, 1996 and 1995          1

Condensed Consolidated Balance Sheets at
 December 31, 1996 and March 31, 1996                                   2

Condensed Consolidated Statements of Cash Flows
 for the nine months ended December 31, 1996 and 1995                   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 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,     
                             1996         1995         1996         1995    
Revenues:
  <S>                    <C>          <C>          <C>          <C>
  Net sales              $163,020,000 $162,004,000 $492,441,000 $493,851,000
  Other revenues            2,067,000    1,885,000    5,639,000    6,175,000

                          165,087,000  163,889,000  498,080,000  500,026,000

Cost and expenses:

  Cost of goods sold       58,254,000   58,861,000  183,025,000  180,965,000
  Advertising, marketing &
   other selling expenses  60,821,000   59,320,000  184,957,000  183,903,000
  Research & development
   expenses                 6,993,000    6,764,000   19,885,000   20,121,000
  General, administrative
   & other expenses        20,084,000   20,460,000   64,091,000   64,418,000
  Provision for
   restructuring               -            -            -        16,500,000
  Provision for condom
   plant closing               -            -            -        20,100,000
  Interest expense          1,114,000    1,063,000    3,113,000    2,807,000

                          147,266,000  146,468,000  455,071,000  488,814,000

Earnings before taxes
 on income                 17,821,000   17,421,000   43,009,000   11,212,000

Provision for taxes
 on income                  7,307,000    7,143,000   17,634,000    4,597,000

Net earnings             $ 10,514,000 $ 10,278,000 $ 25,375,000 $  6,615,000

Net earnings per average
 share of common stock
 outstanding                 $ .23        $ .22        $ .55        $ .14

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

Average shares of common
 stock outstanding        46,396,000   46,138,000   46,392,000   46,136,000
</TABLE>
<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                   December 31,    March 31,
                                                       1996          1996    
Assets                                             (Unaudited)
  <S>                                             <C>            <C>
Current Assets:
  Cash and cash equivalents                       $ 34,353,000   $ 51,185,000
  Short-term investments                            18,033,000     20,034,000
  Accounts and other receivables less
    allowances of $6,930,000 at December 31,
     1996 and $6,716,000 at March 31, 1996         127,231,000    131,931,000
  Inventories:
    Finished goods                                  52,007,000     55,427,000
    Work in process                                 11,723,000     13,327,000
    Raw materials and supplies                      26,055,000     23,450,000
                                                    89,785,000     92,204,000
  Deferred taxes, prepaid expenses
   and other current assets                         40,740,000     41,419,000
Total Current Assets                               310,142,000    336,773,000

Property, plant and equipment, at cost             289,295,000    261,255,000
Less:  accumulated depreciation and amortization   133,306,000    121,982,000
                                                   155,989,000    139,273,000
Intangible assets                                  126,060,000    131,422,000
Deferred taxes and other assets                    111,062,000    111,457,000

Total Assets                                      $703,253,000   $718,925,000

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                $ 30,415,000   $ 38,941,000
  Accrued expenses                                 140,997,000    154,695,000
  Notes payable                                      3,295,000      6,054,000
Total Current Liabilities                          174,707,000    199,690,000

Long-Term Liabilities:
  Long-term debt                                    52,361,000     55,928,000
  Deferred compensation                             14,996,000     13,503,000
  Accrued postretirement benefit obligation         69,404,000     68,588,000
  Other long-term liabilities                       39,324,000     48,320,000

Total Long-Term Liabilities                        176,085,000    186,339,000

Stockholders' Equity:
  Common stock                                      34,642,000     34,613,000
  Class B common stock                              12,563,000     12,592,000
  Capital in excess of par value                     3,591,000      3,268,000
  Retained earnings                                330,381,000    310,573,000
  Less:  Foreign currency translation
           adjustment and other                     18,926,000     18,059,000
         Treasury stock, at cost                     9,790,000     10,091,000
Total Stockholders' Equity                         352,461,000    332,896,000

Total Liabilities and Stockholders' Equity        $703,253,000   $718,925,000
</TABLE>
<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                               (Unaudited)



<CAPTION>
                                                    1996             1995    

Cash flows from operations:
  <S>                                           <C>              <C>
  Net earnings                                  $ 25,375,000     $  6,615,000

  Provision for one-time charges                      -            36,600,000
  Cash payments for prior years'
   one-time charges                              (22,634,000)     (25,817,000)
  Changes in assets and liabilities                1,087,000         (762,000)
  Depreciation and amortization                   17,308,000       18,777,000

                                                  21,136,000       35,413,000


Cash flows used in investing activities:

  Additions to property, plant and equipment     (27,474,000)     (25,700,000)
  Acquisition of product lines from
   BioWhittaker Inc. and Clark Laboratories         (500,000)     (11,555,000)
  Decrease (increase) in short-term
   investments                                     1,863,000       (4,898,000)
  Other investing activities                         325,000          617,000

                                                 (25,786,000)     (41,536,000)

Cash flows used in financing activities:

  Dividends paid                                  (5,567,000)      (5,537,000)
  Increase in borrowings                              92,000       43,204,000
  Payments of debt                                (6,341,000)      (2,973,000)
  Purchase of treasury stock                        (134,000)      (4,216,000)
                                                 (11,950,000)      30,478,000
Effect of exchange rate changes on
 cash and cash equivalents                          (232,000)         (97,000)

(Decrease) increase in cash and
  cash equivalents                              $(16,832,000)    $ 24,258,000

</TABLE>








                           CARTER-WALLACE, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 1996 AND 1995


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, except as separately
disclosed herein, are of a normal recurring nature.

Note 2:  Review of Independent Auditors

The financial information included in this report 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:  Restructuring of Operations and Facilities

In connection with its restructuring program, the Company incurred one-time 
pre-tax charges of $16,500,000 in the year ended March 31, 1996, all of which 
was incurred in the nine month period ended December 31, 1995,  and $74,060,000 
in the year ended March 31, 1995.  The restructuring charges of $90,560,000 
recorded over the two years consist primarily of estimated employee termination 
costs ($30,800,000), estimated plant closing costs including equipment 
write-offs ($26,000,000) and costs associated with the planned subleasing of 
office space on which the Company holds a long-term lease ($27,800,000).

The restructuring program resulted in a worldwide reduction of approximately 
990 employees, including 120 vacancies that were not filled.  Through 
December 31, 1996, employee termination costs of $29,500,000 have been applied 
against the restructuring liability.

Net plant closing costs of $26,000,000 as well as $7,200,000 in costs associated
with the subleasing of office space on which the Company holds a long-term lease
have been applied against the restructuring liability.

Approximately $21,700,000 of the $90,560,000 provision for restructuring charges
remains to be utilized in future periods.  Substantially all of the $21,700,000
represents expected future cash outlays for subleasing costs and employee
severance.

Note 4:  Closure of the Trenton Condom Manufacturing Facility

In the quarter ended June 30, 1995, the Company incurred a one-time pre-tax
charge of $20,100,000 ($11,860,000 after taxes or $.26 per share) related to the
planned closure of the Company's condom manufacturing plant in Trenton, New
Jersey.  Condom production previously performed at Trenton has been transferred
to the Company's facility in Colonial Heights, Virginia.  This pre-tax charge 
was subsequently adjusted by $3,000,000 to $23,100,000 in the quarter ended 
March 31, 1996.
                                    
                              (Continued)
                           CARTER-WALLACE, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1996 AND 1995
                               (Continued)

Note 5:  Felbatol

As previously reported, in the year ended March 31, 1995 the Company incurred a
one-time charge to pre-tax earnings of $37,780,000 related to use restrictions
for Felbatol.  This charge was adjusted by $8,200,000 to $45,980,000 in the
quarter ended March 31, 1996.  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 that would have a material adverse effect on the
Company's results of operations and possibly on its financial condition.  Should
the product no longer be available, the Company currently estimates that the
additional one-time charge, consisting primarily of inventory write-offs and
anticipated returns of product currently in the market, will be in the range of
$25,000,000 to $30,000,000 on a pre-tax basis.

Note 6:  Litigation

Information regarding Legal Proceedings involving the Company is presented in
Note 20 "Litigation Including Environmental Matters" of the Notes to the
Consolidated Financial Statements on pages 31 to 33 of the Company's 1996 Annual
Report to Stockholders incorporated by reference in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1996 and is herein expressly
incorporated by reference.

In addition to the legal proceedings outlined in the Company's 1996 Annual 
Report to Stockholders, eleven additional individual product liability actions 
related to Felbatol have been filed against the Company.  Damages are specified 
in one of the actions where the complaint seeks compensatory damages of 
$2,000,000.  In the other actions the damages sought are unspecified.

The U.S. Court of Appeals for the Ninth Circuit has reversed and vacated the
Order of the U.S. District Court, Northern District of California, which had
certified a product liability action against the Company as a nation-wide class
action.

With respect to the action filed by New Horizons Diagnostic Corporation ("NHDC")
against Tambrands, Inc. ("Tambrands") and the Company, the parties have agreed
to a settlement which required a payment by the Company related to "stick test"
claims that was immaterial to its consolidated financial statements.  The 
Company has filed an action against Tambrands which, among other things, seeks a
declaratory judgment that the Company has no liability for any payments made to
NHDC with respect to the "cup test" claims.

The action filed by an alleged shareholder of the Company which purported to be
brought derivatively on behalf and for the benefit of the Company against the
directors of the Company has been dismissed by the Supreme Court of the State 
and County of New York.  The plaintiff has filed a notice of appeal.

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.

<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, 1996, and the related condensed 
consolidated statements of earnings for the three month and nine month periods 
ended December 31, 1996 and 1995 and the condensed consolidated statements of 
cash flows for the nine month periods ended December 31, 1996 and 1995.  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, 1996, 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 6, 1996, 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, 1996 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
January 23, 1997

</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, 1996 compared to three
months ended December 31, 1995

Consolidated earnings after taxes in the three months ended December 31, 1996
were $10,514,000 or $.23 per share compared with net earnings of $10,278,000 or
$.22 per share in the three months ended December 31, 1995.

Net sales increased $1,016,000 (0.6%) in the current year period as compared to
net sales in the prior year period.  The higher sales level resulted primarily
from selling price increases, largely in the Health Care segment.  Unit volume
in the Health Care segment was also higher.  Sales of the recently acquired
BioWhittaker and Clark diagnostic product lines had a positive effect on Health
Care sales.  Sales of pharmaceutical products in the Health Care segment 
continue to be adversely impacted by generic competition.  Sales of Organidin NR
may be particularly affected by generic competition.  Unit volume in the 
Consumer Products segment was lower.

Higher foreign exchange rates had the effect of increasing sales in the current
year period by approximately $700,000.

Other revenues increased $182,000 (9.7%) from $1,885,000 in the prior year 
period to $2,067,000 in the current year period.

Cost of goods sold as a percentage of net sales decreased from 36.3% in the 
prior year period to 35.7% in the current year period primarily due to selling 
price increases in the Health Care segment.

Advertising, marketing and other selling expenses increased by $1,501,000 or 
2.5% versus the prior year period due to increased expenses in both the Consumer
Products and Health care segments.  Spending in the Health Care segment includes
expenses related to the introduction of Astelin nasal spray planned for the
fourth quarter of fiscal 1997.

Research and development expenses increased by $229,000 or 3.4% versus the prior
year period due to higher spending in the Consumer Products segment.

General, administrative and other expenses decreased $376,000 or 1.8% versus the
prior year period, largely due to the timing of certain expenditures which
occurred earlier in the year.

Interest expense increased by $51,000 from $1,063,000 in the prior year period
to $1,114,000 in the current year period.

The estimated annual effective tax rate applied in the current year period was
41%, 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



Results of Operations - Nine months ended December 31, 1996 compared to nine
months ended December 31, 1995

Consolidated earnings after taxes in the nine months ended December 31, 1996 
were $25,375,000 or $.55 per share compared with net earnings of $6,615,000 or 
$.14 per share in the nine months ended December 31, 1995.  Excluding the 
one-time charges for the condom plant closing and restructuring, net earnings 
for the nine months ended December 31, 1995 were approximately $28,200,000 or 
$.61 per share.

Net sales decreased $1,410,000 (0.3%) in the current year period as compared to
net sales in the prior year period.  The lower sales level resulted primarily
from reduced unit volume in both the Health Care and Consumer Products 
segments.  Sales of pharmaceutical products in the Health Care segment continue 
to be adversely impacted by generic competition.  Sales of Organidin NR may be
particularly affected by generic competition.  Sales of the recently acquired
BioWhittaker and Clark diagnostic product lines had a positive effect on Health
Care sales.

Selling price increases, primarily in the Health Care segment, had a positive
effect on sales in comparison with the prior year period.  Higher foreign
exchange rates had the effect of increasing sales in the current year period by
approximately $400,000 versus the prior year period.

Other revenues, primarily interest income, decreased $536,000 (8.7%) from
$6,175,000 in the prior year period to $5,639,000 in the current year period.

Cost of goods sold as a percentage of net sales increased from 36.6% in the 
prior year period to 37.2% in the current year period primarily due to changes 
in product mix.

Advertising, marketing and other selling expenses increased by $1,054,000 or 
0.6% versus the prior year period due to increased expenses in the Health Care
segment, including spending related to the introduction of Astelin nasal spray
planned for the fourth quarter of fiscal 1997.  Spending in the Consumer 
Products segment decreased versus the prior year period.

Research and development expenses decreased by $236,000 or 1.2% versus the prior
year period due to lower spending in the Health Care segment.

General, administrative and other expenses decreased $327,000 or 0.5% versus the
prior year period.  The decrease in the current year period is due to lower rent
expense and reduced compensation including fringe benefits, offset in part by 
the establishment of a provision for a trade receivable related to the 
bankruptcy of a pharmaceutical wholesaler and a payment related to settlement 
of a patent infringement claim.

                                    
                              (Continued)


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


Interest expense increased by $306,000 or 10.9% over the prior year period as
a result of increased borrowings related largely to the expansion of the
Colonial Heights, VA condom facility.

The estimated annual effective tax rate applied in the current year period was
41%, the same rate as in the prior year period.

Restructuring of Operations and Facilities

In connection with its restructuring program, the Company incurred one-time 
pre-tax charges of $16,500,000 in the year ended March 31, 1996 and $74,060,000 
in the year ended March 31, 1995.  The restructuring charges of $90,560,000 
recorded over the two years consist primarily of estimated employee termination 
costs ($30,800,000), estimated plant closing costs including equipment 
write-offs ($26,000,000) and costs associated with the planned subleasing of 
office space on which the Company holds a long-term lease ($27,800,000).

The restructuring program resulted in a worldwide reduction of approximately 
990 employees, including 120 vacancies that were not filled.  Through 
December 31, 1996, employee termination costs of $29,500,000 have been applied 
against the restructuring liability.

Net plant closing costs of $26,000,000, as well as $7,200,000 in costs 
associated with the subleasing of office space on which the Company holds a 
long-term lease have been applied against the restructuring liability.

Approximately $21,700,000 of the $90,560,000 provision for restructuring charges
remains to be utilized in future periods.  Substantially all of the $21,700,000
represents expected future cash outlays for subleasing costs and employee
severance.


Closure of the Trenton Condom Manufacturing Facility

In the quarter ended June 30, 1995, the Company incurred a one-time pre-tax
charge of $20,100,000 ($11,860,000 after taxes or $.26 per share) related to the
planned closure of the Company's condom manufacturing plant in Trenton, New
Jersey.  Condom production previously performed at Trenton has been transferred
to the Company's facility in Colonial Heights, Virginia.  This pre-tax charge 
was subsequently adjusted by $3,000,000 to $23,100,000 in the quarter ended 
March 31, 1996.





                               Continued)



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




Felbatol

As previously reported, in the year ended March 31, 1995 the Company incurred a
one-time charge to pre-tax earnings of $37,780,000 related to use restrictions
for Felbatol.  This charge was adjusted by $8,200,000 to $45,980,000 in the
quarter ended March 31, 1996.  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 that would have a material adverse effect on the
Company's results of operations and possibly on its financial condition.  Should
the product no longer be available, the Company currently estimates that the
additional one-time charge, consisting primarily of inventory write-offs and
anticipated returns of product currently in the market, will be in the range of
$25,000,000 to $30,000,000 on a pre-tax basis.


Astelin

In November, 1996, the Food and Drug Administration approved the Company's New
Drug Application to market Astelin nasal spray for seasonal allergic rhinitis. 
The Company will launch Astelin nasal spray in the fourth quarter of fiscal 1997
with introductory levels of marketing spending planned.  The results of
operations for the three months and nine months ended December 31, 1996 included
spending related to the introduction of Astelin nasal spray.


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 positive change in assets and liabilities in
the current year period compared to that in the prior year period is due
primarily to reduced working capital requirements in the current year as well as
an increase in deferred taxes in the prior year.

Cash outlays in the nine months ended December 31, 1996 relating to prior years'
one-time charges amount to $22,634,000 as compared to $25,817,000 in the prior
year.






                       PART II - OTHER INFORMATION



Item 1 - Legal Proceedings

Please refer to Note 6: Litigation of Notes to Condensed Consolidated
Financial Statements for information regarding legal proceedings.


Item 6 - Exhibits and Reports on Form 8-K

  (a)  Exhibits - None

  (b)  Reports on Form 8-K - No reports on Form 8-K have been filed during the
        quarter ended December 31, 1996








































                                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 23, 1997                        /s/Daniel J. Black        
                                               Daniel J. Black
                                               President & Chief
                                                Operating Officer




Date:  January 23, 1997                        /s/Paul A. Veteri         
                                               Paul A. Veteri
                                               Vice President, Finance
                                                & Chief Financial Officer