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, 2000

( )  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, 2000 were 33,022,000 and 12,235,200, respectively.
                  CARTER-WALLACE, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-Q

                            DECEMBER 31, 2000




                      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, 2000 and 1999                                       1

Condensed Consolidated Balance Sheets at
 December 31, 2000 and March 31, 2000                                   2

Condensed Consolidated Statements of Cash Flows
 for the nine months ended December 31, 2000 and 1999                   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
         Financial Market Risk                                         12

                       PART II - OTHER INFORMATION


Item 1 - Legal Proceedings                                             12

Item 6 - Exhibits and Reports on Form 8-K                              12

Signatures                                                             13










<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         2000          1999         2000           1999
<S>                     <C>          <C>            <C>           <C>
Net sales               $196,250,000  $192,066,000  $603,192,000  $577,167,000
Other income               3,137,000     2,813,000    10,114,000    10,072,000

                         199,387,000   194,879,000   613,306,000   587,239,000

Cost and expenses:
Cost of goods sold        66,401,000    65,753,000   210,727,000   209,761,000
Advertising, marketing &
 other selling expenses   71,436,000    72,852,000   219,007,000   219,693,000
Research & development
 expenses                  8,283,000     7,903,000    22,061,000    20,533,000
General, administrative
 & other expenses         31,634,000    24,261,000    87,683,000    73,752,000
Interest expense           1,086,000     1,231,000     3,327,000     3,636,000

                         178,840,000   172,000,000   542,805,000   527,375,000

Earnings before taxes
 on income                20,547,000    22,879,000    70,501,000    59,864,000

Provision for taxes
 on income                 8,013,000     8,923,000    27,495,000    23,347,000

Net earnings            $ 12,534,000   $13,956,000   $43,006,000   $36,517,000

Earnings per share - Basic      $.28         $ .31          $.95         $.81

Earnings per share - Diluted    $.26         $ .30          $.91         $.79
Cash dividends per share        $.08         $ .06          $.24         $.18

Average shares of common
 stock outstanding        45,257,000    44,994,000    45,242,000    44,987,000

Statement of
Comprehensive Earnings

Net Earnings            $ 12,534,000   $13,956,000   $43,006,000  $36,517,000

Other comprehensive earnings
 (loss): Foreign currency
 translation adjustment   (1,413,000)   (1,042,000)   (7,902,000)  (1,253,000)

Total Comprehensive
 Earnings               $ 11,121,000   $12,914,000   $35,104,000  $35,264,000
</TABLE>

<TABLE>

                  CARTER-WALLACE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                   December 31,   March 31,
                                                       2000          2000
Assets                                                   (Unaudited)
<S>                                               <C>           <C>
Current Assets:
  Cash and cash equivalents                       $126,460,000   $ 62,638,000
  Short-term investments                            48,155,000     41,150,000
  Accounts and other receivables less
    allowances of $8,014,000 at December 31,
     2000 and $8,030,000 at March 31, 2000         119,257,000    126,469,000
  Inventories:
    Finished goods                                  51,876,000     63,684,000
    Work in process                                 10,711,000     13,376,000
    Raw materials and supplies                      30,570,000     29,208,000
                                                    93,157,000    106,268,000
  Deferred taxes, prepaid expenses
   and other current assets                         35,556,000     37,493,000

Total Current Assets                               422,585,000    374,018,000

Property, plant and equipment, at cost             340,344,000    323,913,000
Less:  accumulated depreciation and amortization   190,375,000    174,503,000
                                                   149,969,000    149,410,000
Intangible assets                                  115,162,000    124,684,000
Deferred taxes and other assets                    116,983,000    114,124,000

Total Assets                                      $804,699,000   $762,236,000

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                $ 41,495,000   $ 46,935,000
  Accrued expenses                                 136,487,000    114,925,000
  Notes payable                                      9,501,000      6,711,000

Total Current Liabilities                          187,483,000    168,571,000

Long-Term Liabilities:
  Long-term debt                                    52,568,000     59,541,000
  Deferred compensation                             26,044,000     26,647,000
  Accrued postretirement benefit obligation         71,659,000     70,308,000
  Other long-term liabilities                       50,792,000     46,131,000

Total Long-Term Liabilities                        201,063,000    202,627,000

Stockholders' Equity:
  Common stock                                      34,817,000     34,776,000
  Class B common stock                              12,388,000     12,429,000
  Capital in excess of par value                     4,110,000      4,231,000
  Retained earnings                                432,766,000    400,616,000
  Less:  Foreign currency translation
           adjustment                               39,287,000     31,385,000
         Treasury stock, at cost                    28,641,000     29,629,000
Total Stockholders' Equity                         416,153,000    391,038,000

Total Liabilities and Stockholders' Equity        $804,699,000   $762,236,000
</TABLE>


<TABLE>
                  CARTER-WALLACE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                               (Unaudited)



<CAPTION>
                                                      2000         1999

Cash flows from operations:
 <S>                                              <C>           <C>
 Net earnings                                     $43,006,000   $36,517,000

 Depreciation and amortization                     26,395,000    23,327,000
 Changes in assets and liabilities                 25,707,000   (27,246,000)
 Cash payments for one-time charges
  incurred in prior years                            (440,000)     (842,000)

                                                   94,668,000    31,756,000

Cash flows used in investing activities:

 Additions to property, plant and equipment       (11,391,000)  (13,895,000)
 Increase in short-term investments                (7,048,000)   (8,070,000)
 Proceeds from sale of property, plant
  and equipment                                       176,000       636,000

                                                  (18,263,000)  (21,329,000)


Cash flows used in financing activities:

 Dividends paid                                   (10,856,000)   (8,098,000)
 Increase in borrowings                             4,390,000     3,964,000
 Payments of debt                                  (5,948,000)   (5,884,000)
 Proceeds from exercise of stock options              787,000         -
                                                  (11,627,000)  (10,018,000)
Effect of exchange rate changes on
 cash and cash equivalents                           (956,000)      (17,000)
Increase in cash and
 cash equivalents                                 $63,822,000   $   392,000
</TABLE>




                           CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
                                     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 interim financial statements and notes thereto included in this Form have
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 $15,000,000 on a pre-tax basis.

Note 4:  Litigation

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 28 of the Company's 2000
Annual Report to Stockholders incorporated by reference in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 and is
herein expressly incorporated by reference.

In August 2000 the United States Court of Appeals for the Second Circuit
affirmed a lower court dismissal with prejudice of all shareholder Security
Act claims against the Company relating to Felbatol, the Company's anti-epilepsy
drug.  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, 2000 AND 1999
                                     (Continued)

Note 5:  Business Segments (In Thousands)

Business segment information for the three months and nine months ended
December 31, 2000 and 1999 is as follows:
<TABLE>
                                         Three Months Ended  Nine Months Ended
                                             December 31        December 31
<S>                                         2000      1999      2000     1999
Sales                                   <C>       <C>       <C>       <C>
 Domestic Consumer Products             $ 71,910  $ 68,307  $249,166  $234,550
 Domestic Health Care                     70,017    66,931   177,199   159,990
 International                            54,323    56,828   176,827   182,627

Consolidated                            $196,250  $192,066  $603,192  $577,167

Operating Profit
 Domestic Consumer Products             $ 13,318  $  9,913  $ 62,024    49,622
 Domestic Health Care                     22,459    22,789    47,000    40,886
 International                             4,699     3,774    15,332    13,650
 Domestic net interest income (expense)      523      (512)      912    (1,557)
 Other (expense) net of other income     (10,473)   (4,012)  (24,810)  (14,483)
 General Corporate expenses               (9,979)   (9,073)  (29,957)  (28,254)

Earnings before taxes on income         $ 20,547  $ 22,879  $ 70,501  $ 59,864
</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, 2000 incremental shares
for purposes of calculating diluted earnings per share amounted to 2,978,700
and 2,275,200 shares, respectively.  This compares to 1,089,200 and 1,006,500
incremental shares in the three months and nine months ended December 31, 1999,
respectively.

Note 7: Acceleration of Certain Pension And Other Costs

Included in general, administrative and other expenses for the three and nine
month periods ended December 31, 2000 is a pre-tax charge amounting to
$6,110,000 ($3,730,000 after tax or $.08 per share) related to the acceleration
of certain pension and other costs as a result of the retirement of Henry H.
Hoyt, Jr., the Company's former Chairman of the Board and Chief Executive
Officer, effective December 31, 2000.



                 INDEPENDENT AUDITORS' REVIEW REPORT
                  The Board of Directors And Stockholders
                        Carter-Wallace, Inc.:

We have reviewed the condensed consolidated balance sheet of Carter-Wallace,
Inc. and subsidiaries as of December 31, 2000, and the related condensed
consolidated statements of earnings and comprehensive earnings for the three
month and nine month periods ended December 31, 2000 and 1999 and the condensed
consolidated statements of cash flows for the nine month periods ended December
31, 2000 and 1999.  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, 2000, 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 10,
2000, we expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the accompanying
condensed balance sheet as of March 31, 2000 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 31, 2001






                            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, 2000 compared to three
months ended December 31, 1999

Consolidated earnings after taxes in the three months ended December 31, 2000
were $12,534,000 compared with net earnings of $13,956,000 in the three months
ended December 31, 1999.  Basic earnings per share were $.28 per share in the
three months ended December 31, 2000 compared to $.31 per share in the three
months ended December 31, 1999.

Included in the operating results for the three months ended December 31, 2000
is a pre-tax charge amounting to $6,110,000 ($3,730,000 after tax or $.08 per
share) related to the acceleration of certain pension and other costs as a
result of the retirement of Henry H. Hoyt, Jr., the Company's former Chairman
of the Board and Chief Executive Officer, effective December 31, 2000.
Excluding this charge, pre-tax profits would have been $26,657,000
($16,264,000 after tax or $.36 per basic share) in the three month period ended
December 31, 2000.000.

Net sales increased $4,184,000 (2.2%) in the current three month period as
compared to net sales in the prior year period.  Domestic Consumer Products
sales were higher by $3,603,000 or 5.3% this year due to increased unit sales,
and to a lesser extent, selling price increases.  Sales of Domestic Health
Care products were higher by $3,086,000 or 4.6% due to selling price increases.
Unit sales volume was lower in this segment.  Sales of pharmaceutical products
in the Domestic Health Care segment continue to be adversely affected by
generic competition.  The decrease in International sales of $2,505,000 or
4.4% was due to unfavorable foreign exchange rates.  International unit sales
were higher and selling price increases had a favorable effect on sales in
this segment in comparison to the prior year period.

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 $6,300,000.  The effect of
changes in foreign exchange on earnings was not material.

Other income increased by $324,000 from $2,813,000 in the prior year period to
$3,137,000 in the current year period. Included in other income is higher
interest income of $1,326,000 due to increased cash levels.  Included in
other income in the prior year period are credits of $1,011,000 related to
ASTA Medica's share of joint venture operations.

Cost of goods sold as a percentage of net sales decreased from 34.2% in the
prior year period to 33.8% in the current year period primarily due to changes
in product mix and the favorable effect of selling price increases in excess
of cost increases.

Advertising, marketing and other selling expenses decreased by $1,416,000 or
1.9% versus the prior year period due to lower spending in the International
and Domestic Health Care segments.  Spending was higher in the Domestic
Consumer Products segment.

Research and development expenses increased by $380,000 or 4.8% versus the
prior year period due to higher spending in the Domestic Health Care segment,
including spending for taurolidine, a compound being tested to determine if
it has clinically important antineoplastic activity.

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

Results of Operations - Three months ended December 31, 2000 compared to
three months ended December 31, 1999

General, administrative and other expenses increased $7,373,000 or 30.4%
versus the prior year period due largely to pre-tax charges of $6,110,000
related to the acceleration of certain pension and other costs referred to
in the second paragraph above.  In addition, the current year includes costs
associated with the sharing of profits on a reformulated product and increased
compensation related expenses.

The estimated annual effective tax rate applied in the three months ended
December 31, 2000 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, 2000 compared to nine
months ended December 31, 1999

Consolidated earnings after taxes in the nine months ended December 31, 2000
were $43,006,000 compared with net earnings of $36,517,000 in the nine months
ended December 31, 1999.  Basic earnings per share were $.95 per share in the
nine months ended December 31, 2000 compared to $.81 per share in the nine
months ended December 31, 1999.

Included in the operating results for the nine months ended December 31, 2000
is a pre-tax charge amounting to $6,110,000 ($3,730,000 after tax or $.08 per
share) related to the acceleration of certain pension and other costs as a
result of the retirement of Henry H. Hoyt, Jr., the Company's former Chairman
of the Board and Chief Executive Officer, effective December 31, 2000.
Excluding this charge, pre-tax profits would have been $76,611,000
($46,736,000 after tax or $1.03 per basic share) in the nine month period ended
December 31, 2000.

Net sales increased $26,025,000 (4.5%) in the current nine month period as
compared to net sales in the prior year period.  Domestic Consumer Products
sales were higher by $14,616,000 or 6.2% this year due to increased unit
sales, and to a lesser extent, selling price increases.  Sales of Domestic
Health Care products were higher by $17,209,000 or 10.8% reflecting selling
price increases and unit sales gains.  Sales of pharmaceutical products in
the Domestic Health Care segment continue to be adversely affected by generic
competition.  The decrease in International sales of $5,800,000 or 3.2% was
due to unfavorable foreign exchange rates.  International unit sales were
higher and selling price increases had a favorable effect on sales in this
segment in comparison to the prior year period.

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 $18,000,000.  The effect
of changes in foreign exchange on earnings was not material.

Other income increased by $42,000 from $10,072,000 in the prior year period to
$10,114,000 in the current year period.  Included in other income is higher
interest income which increased versus the prior year by $3,389,000 as a
result of higher cash balances.   The current year also includes a gain on
the sale of a foreign facility of approximately $1,150,000.  Included in
other income in the prior year are credits of $4,370,000 related to ASTA
Medica's share of joint venture operations.

Cost of goods sold as a percentage of net sales decreased from 36.3% in the
prior year period to 34.9% in the current year period primarily due to changes
in product mix and the favorable effect of selling price increases in excess
of cost increases.



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

Results of Operations - Nine Months ended December 31, 2000 compared to nine
months ended December 31, 1999

Advertising, marketing and other selling expenses decreased by $686,000 or
0.3% versus the prior year period due to decreased spending in the Domestic
Health Care segment.  Spending was higher in the Domestic Consumer Products
segment.

Research and development expenses increased by $1,528,000 or 7.4% versus the
prior year period due to higher spending in the Domestic Health Care segment,
including  spending for taurolidine, a compound being tested to determine if
it has clinically important antineoplastic activity.

General, administrative and other expenses increased by $13,931,000 or 18.9%
versus the prior year period due largely to pre-tax charges of $6,110,000
related to the acceleration of certain pension and other costs referred to
in the second paragraph above.  In addition, the current year includes costs
associated with the sharing of profits on a reformulated product, a charge of
$1,323,000 related to ASTA Medica's share of joint venture operations, and
increased compensation related expenses.

The estimated annual effective tax rate applied in the nine months ended
December 31, 2000  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 $15,000,000 on a pre-tax basis.


                          (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.

In September 2000, the Company entered into two revolving credit agreements
with a group of banks providing credit lines totaling $100,000,000.  These
revolving credit agreements replace the $150,000,000 revolving credit
agreement which expired on October 1, 2000.

In the Statement of Cash Flows, cash and cash equivalents increased by
$63,822,000 in the current year period, as compared to an increase of
392,000 in the prior year period.  In the current year period, accrued
expenses increased while inventory levels and accounts receivable decreased.
In the prior year period, accrued expenses decreased while accounts receivable
and inventory levels increased.

In June 2000 the Company entered into an agreement to sell two parcels of
vacant land adjacent to its Cranbury, NJ facility totaling approximately 210
acres.  The closings of these transactions are contingent upon certain
approvals being obtained and the satisfactory resolution of other conditions.
No assurance can be given that the closings will take place.  The Company does
not anticipate that these transactions will close during the fiscal year ending
March 31, 2001; however, one of the transactions could close late in the fourth
quarter of the current fiscal year.  The total proceeds from these land sales
will be approximately $22,050,000, less commissions and other expenses,
payable one-third at closing with the balance due in two equal annual
installments with interest.  A down payment of $500,000 has been received as
escrow.  The cost basis for the land being sold is approximately $1,000,000.


CARTER-WALLACE, INC.
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT FINANCIAL 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 financial market risk
exposure during the nine-month period ended December 31, 2000.


                        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 LLP 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, 2000.


























                                   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 8, 2001                        /s/ Paul A. Veteri
                                               Paul A. Veteri
                                               President & Chief
                                               Operating Officer




Date:  February 8, 2001                       /s/ Peter J. Griffin
                                                  Peter J. Griffin
                                              Vice President, Finance
                                              and Controller