SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 10-K


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


For the Fiscal Year Ended                    Commission File Number
  November 30, 2000                                      2-85538-B


                        CCA INDUSTRIES, INC.
        (Exact Name of Registrant as specified in Charter)


         DELAWARE                                     04-2795439
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)


     200 Murray Hill Parkway, East Rutherford, New Jersey 07073
   (Address of principal executive offices, including zip code)

                           (201) 330-1400
       (Registrant's telephone number, including area code)


  Securities registered pursuant to Section 12(b) of the Act: NONE


     Securities registered pursuant to Section 12(g) of the Act:
              Common Stock, par value $.01 per share
                         (Title of Class)


           Class A Common Stock, par value $.01 per share
                         (Title of Class)



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 filed such reports), and (2) has been
subject to such filing requirement for the past 90 days.  Yes  X .  No    .

<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[ X ].


The aggregate market value of the voting stock held by non-affiliates of the
Registrant (i.e., by persons other than officers and directors of the
Registrant), at the average sales price ($.72), on February 22, 2001, was
as follows:


Class of Voting Stock                               Market Value

5,251,597  shares; Common
Stock, $.01 par value                                 $3,781,150



         On February 22, 2001 there were an aggregate of 6,894,157 shares of
Common Stock and Class A Common Stock of the Registrant outstanding.































                                - ii-
<PAGE>

                       CROSS REFERENCE SHEET

                                            Headings in this Form
Form 10-K                                   10-K for Year Ended
Item No.                                    November 30, 2000

1. Business                                 Business

2. Properties                               Property

3. Legal Proceedings                        Legal Proceedings

4. Submission of Matters                    Submission of Matters to a
    to a Vote of Security                   Vote of Security Holders
    Holders

5. Market for Registrant's                  Market for the Company's
    Common Equity and                       Common Stock and Related
    Related Stockholder                     Shareholder Matters
    Matters

6. Selected Financial Data                  Selected Financial Data

7. Management's Discussion                  Management's Discussion and
    and Analysis of Financial               Analysis of Financial
    Condition and Results                   Condition and Results of
    of Operation                            Operations

7A. Quantitative and Qualitative            Quantitative and Qualitative
      Disclosures about Market Risk         Disclosures about Market Risk

8. Financial Statements                     Financial Statements
    and Supplementary Data                  and Supplementary Data

9. Changes In and Dis-                      Changes In and Dis-
     agreements With                        agreements With
     Accountants On Accounting              Accountants On Accounting
     and Financial Disclosure               and Financial Disclosure

10. Directors and                           Directors and Executive
       Executive Officers                    Officers
       of the Registrant


                               - iii-
<PAGE>

                                            Headings in this Form
Form 10-K                                   10-K for Year Ended
Item No.                                    November 30, 2000

11. Executive Compensation                  Executive Compensation

12. Security Ownership                      Security Ownership
       of Certain Beneficial                of Certain Beneficial
       Owners and Management                Owners and Management

13. Certain Relationships                   Certain Relationships
      and Related Transactions              and Related Transactions

14. Exhibits, Financial                     Exhibits, Financial
     Statement Schedules,                   Statement Schedules,
     and Reports on Form                    and Reports on Form
     8-K                                    8-K



























                                -iv-
<PAGE>
                         TABLE OF CONTENTS
Item                                                          Page

PART I

         1. Business                                            1
         2. Property                                            6
         3. Legal Proceedings                                   6
         4. Submission of Matters to a Vote of Security Holders 6

PART II

         5. Market for the Company's Common Stock  and Related
             Shareholder Matters                                8
         6. Selected Financial Data                            10
         7. Management's Discussion and Analysis of Financial
              Condition and Results of Operations              11
         7A. Quantitative And Qualitative Disclosure About
              Market Risk                                      14
         8. Financial Statements and Supplementary Data        14
         9. Changes In and Disagreements with Accountants On
             Accounting and Financial Disclosure               14

 PART III

        10. Directors and Executive Officers                   15
        11. Executive Compensation                             16
        12. Security Ownership of Certain Beneficial
             Owners and Management                             22
        13. Certain Relationships and Related Transactions     23

 PART IV

        14. Exhibits, Financial Statement Schedules
            , and Reports on Form 8-K                          24












                               - v-
<PAGE>
                            PART I


 Item 1. BUSINESS

          (a) General

          CCA INDUSTRIES, INC. (hereinafter, CCA or the Company) was
 incorporated in Delaware in 1983.

          The Company operates in one industry segment, in what may be
 generally described as the health-and-beauty aids business, selling
 numerous products, in several health-and-beauty aids categories.  All
 Company products are manufactured by contract manufacturers, pursuant to
 the Company's specifications and formulations.

          The Company owns registered trademarks, or exclusive licenses to
 use registered trademarks, that identify its products by brand-name.
 Under most of the brand names, the Company markets several different but
 categorically-related products.  The brand and trademark names include
 Plus+White (oral health-care products), Sudden Change (skin-care
 products), Bikini Zone (after-shave analgesic products for women), Wash n
 Curl, Wash n Straight and Pro Perm (hair-care products), Mega 14 Balanced
 Fiber and Mega T Green Tea (dietary products), Nutra Nail and Nutra Nail
 60 (nail treatments), Hair Off (depilatories), IPR (foot-care products),
 Solar Sense and Kid Sense (sun-care products), Mood Magic (lipsticks),
 Cloud Dance and Cherry Vanilla (perfumes).

          All Company products are marketed and sold to major drug and food
 chains, mass merchandisers, and wholesale beauty-aids distributors
 throughout the United States and Canada.  In addition, certain of the
 Company's products are sold to distributors throughout the world.

          The Company recognizes sales at the time its products are shipped
 to customers.  However, while sales are not formally subject to any
 contract contingency, the acceptance of returns is an industry-wide
 practice.  The Company thus estimates 'unit returns' based upon a review
 of the market's recent-historical acceptance of subject products as well
 as current market-expectations, and equates its reserves for estimated
 returns in the sum of the gross profits, in the five preceding months,
 realized upon an equivalent number of subject-product sales.  (See Item
 14, Financial Statements, Note 2).  Of course, there can be no precise
 going-forward assurance in respect of return rates and gross margins, and
 in the event of a significant increase in the rate of returns, the
 circumstance could have a materially adverse affect upon the Company's
 operations.






<PAGE>

          In or about November 2000, the Company contacted its accounts and
 instructed them to return its Permathene and Mega 16 products, which
 contain phenylpropanolimine (PPA), as a result of a general FDA health-
 warning concerning PPA (a key ingredient in numerous cold-remedies and
 appetite suppressants, which had been 'on the market' for some 50 years).
 The Company's revenues from sales of those now discontinued products, in
 fiscal 2000, were approximately $2,500,000 (approximately 6.5% of sales).
 While there can be no assurance of success, the Company expects to
 'replace' PPA - product revenue through promotion and sale of Mega 14
 Balanced Fiber, an all natural-fiber diet product, and Mega T Green Tea.

          In October 2000, the Company paid $450,000 to purchase, from Shiara
 Holdings, Inc., the following trademarks: Cherry Vanilla, Cloud Dance,
 Sunset Cafe, Vision, Mandarin Vanilla and Amber Musk.  (Those trademarks
 had been licensed by the Company since 1998; and, until their purchase,
 the Company had been committed to paying 5% royalties, and $150,000 per
 annum minimum royalties, for mark-associated product sales.)

          The Company's total net-sales  in fiscal 2000 were approximately
 $38,450,000.  Foreign sales accounted for approximately 2.5% of sales.
 In fiscal 2000, the Company realized approximately $24,000,000 in gross
 profits from operations, before 'taking' write offs and reserves totaling
 approximately $1,500,000 in consequence of the aforereferenced FDA/PPA-
 product circumstance.   The Company experienced a total net loss in
 fiscal 2000 of approximately $655,000; and, at fiscal year end,  total
 assets were approximately $20,312,000.   (See the Financial Statements
 and Notes)

          Including the principal members of management (see Directors and
 Executive Officers), the Company, at November 30, 2000, had 132  sales,
 administrative, creative, accounting, receiving, and warehouse personnel
 in its employ.

          (c) Manufacturing and Shipping

          The Company creates formulations, chooses colors and mixtures, and
 arranges with independent contractors for the manufacture of its products
 pursuant to Company specifications.  Manufacturing and component-supply
 arrangements are maintained with several manufacturers and suppliers.
 Almost all orders and other product shipments are delivered from the
 Company's own warehouse facilities, which results in more effective
 inventory control, more efficient shipping procedures, and the
 realization of related economies.

          (d) Marketing and Advertising

          The Company markets its products through an in-house sales force of
 employees, and independent sales representatives throughout the United
 States, to major drug, food and mass-merchandise retail chains, and
 leading wholesalers.

                                      2
<PAGE>
          The Company sells its products to approximately 600 accounts, most
 of which have numerous outlets.  Approximately 40,000 stores carry at
 least one Company product.

          During the fiscal year ended November 30, 2000, the Company's
 largest customers were WalMart (approximately 26% of sales), Walgreen
 (approximately 13%), CVS, K-Mart, Eckerd,  and Rite Aid (each
 approximately 6%).  The loss of any of these principal customers, or
 substantial reduction of sales revenues realized from their business,
 could materially and negatively affect the Company's earnings.

          Most of the Company's products are not particularly susceptible to
 seasonal-sales fluctuation. However, sales of depilatory, sun-care and
 diet-aids products customarily peak in the Spring and Summer months,
 while fragrance-product sales customarily peak in the Fall and Winter
 months.

          The Company has an in-house advertising department.  The
 advertising staff designs point-of-purchase displays, including 'blister
 cards', sales brochures and packaging layouts.  The production of
 displays, brochures, layouts and the like is accomplished through
 contract suppliers.

          The Company primarily utilizes local and national television
 advertisements to promote its leading brands.  On occasion, print and
 radio advertisements are engaged.  In addition, and more-or-less
 continuously, store-centered product promotions are co-operatively
 undertaken with customers.

          Each of the Company's brand-name products is intended to attract a
 particular demographic segment of the consumer market, and advertising
 campaigns are directed to the respective market-segments.

          The Company's in-house staff is responsible for the 'traffic' of
 its advertising.  Placement is accomplished directly and through
 media-service companies.

          (e) Wholly-Owned Products

          The majority of the Company's sales revenues are from sales of the
 Company's wholly-owned product lines (i.e., products sold under trademark
 names owned by the Company, and not subject to any other party's interest
 or license), including Plus+White, Sudden Change, Bikini Zone,
 Wash-n-Curl, Wash n Straight, Mood Magic, and (since the perfume-product
 trademark purchase from Shiara Holdings in October 2000), Cloud Dance and
 Cherry Vanilla.

          Plus + White, Sudden Change and Bikini Zone, the three best
 performers among wholly-owned products, accounted for approximately 36%,
 19% and 10%, respectively, of the Company's net-sales revenues during
 fiscal 2000.
                                      3
<PAGE>

          Net sales of perfume products were approximately $2,100,000 in
 fiscal 1999, and $1,400,000  in fiscal 2000.  (Perfume products were
 marketed by a subsidiary, Fragrance Corporation of America, Inc. -- FCA -
 - in fiscal 1998 and 'most' of fiscal 1999.  Near year-end fiscal 1999,
 FCA's operations were discontinued, and CCA then assumed the marketing of
 perfume products --  particularly, Cherry Vanilla and Cloud Dance.)

     (f) License-Agreements Products

          i. Alleghany Pharmacal

     In 1986, the Company entered into a license agreement with
 Alleghany Pharmacal Corporation (the Alleghany Pharmacal License).  Under
 the terms of the Alleghany Pharmacal License, the Company was granted,
 and yet retains, the exclusive right to manufacture and market certain
 products, and to use their associated trademarks, including Nutra Nail,
 Nutra Nail 60, Pro Perm, Hair Off, Permathene and IPR .

     The Alleghany Pharmacal License requires the Company (a) to pay
 royalties of 6% per annum on net sales of Pro-Perm hair-care products,
 the PPA-based and now discontinued dietary-product Permathene, IPR foot-
 care products, Nutra-Nail nail-enamel products,  and Hair-Off
 depilatories; and (b) to pay 1% royalties on net sales of a Hair-Off
 mitten that is a depilatory-product accessory, and Nutra Nail 60, a fast-
 acting nail enamel.

     The Company is required to pay not less than $360,000 per annum in
 order to maintain exclusive rights under the Alleghany Pharmacal License.
 (Royalties have always exceeded the minimum; but, if they did not, the
 Company would be entitled to maintain exclusive license rights by
 electing to pay the 'difference.'  At the same time, the Company would
 not be required to pay any fee in excess of royalties payable in respect
 of realized sales if sales did not yield 'minimum royalties' and the
 Company chose in such circumstance to concede the license rights.)

     The Alleghany Pharmacal License agreement provides that if, and
 when, in aggregate, $9,000,000 in royalties has been paid thereunder, the
 royalty-rate for those products now 'charged' at 6% will be reduced to
 1%.  Through November 30, 2000, the Company had paid or accrued
 Alleghany-Pharmacal License royalties in the sum of $ 7,451,454.

     The products subject of the Alleghany-Pharmacal License accounted
 for approximately $10,900,000 and 28% of total sales in the fiscal year
 ended November 30, 2000.   Nutra Nail and the Hair-Off depilatory were
 the leaders among all of the Company's license-agreement products,
 producing approximately 14% and 7%, respectively, of net revenues.

                                      4
<PAGE>
          ii. Solar Sense, Inc.

     CCA commenced the marketing of its sun-care products line following
 a May 1998 License Agreement with Solar Sense, Inc. (the Solar Sense
 License), pursuant to which it acquired the exclusive right to use the
 trademark names Solar Sense and Kids Sense (and several other names  that
 it has not marketed), and the exclusive right to market mark-associated
 products.  The Solar Sense License requires the Company to pay a 5%
 royalty on net sales of licensed products until    $1 million total
 royalties are paid and 1%, thereafter; and minimum per-annum royalties of
 $30,000.  CCA realized approximately $705,000 in net sales of sun-care
 products, and paid Solar Sense the $30,000 minimum per annum royalty, in
 fiscal 2000.

          iii. Other Licenses

     The Company is not party to any other license agreement that is
 material to its operations.

     (g) Trademarks

     The Company's own trademarks and licensed-use trademarks serve to
 identify its products and proprietary interests and the Company considers
 these marks to be valuable assets.  However, there can be no assurance,
 as a practical matter, that trademark registration results in marketplace
 advantages, or that the presumptive rights acquired by registration will
 necessarily and precisely protect the presumed exclusivity and asset
 value of the marks.

     (h) Competition

     The market for cosmetics and perfumes, and health-and-beauty aids
 products in general, including patent medicines, is characterized by
 vigorous competition among producers, many of which have substantially
 greater financial, technological and marketing resources than the
 Company.  Major competitors such as Revlon, L'Oreal, Colgate, Del
 Laboratories, Unilever, and Procter & Gamble have Fortune 500 status, and
 the broadest-based public recognition of their products.  Moreover, a
 substantial number of other health-and-beauty aids manufacturers and
 distributors may also have greater resources than the Company.

     (i) Government Regulation

     All of the products that the Company markets are subject or
 potentially subject to particular regulation by government agencies, such
 as the U.S. Food and Drug Administration, the Federal Trade Commission,
 and various state and/or local regulatory bodies.  In the event that any
 future regulation were to require new approval for any in-the-market for
 product, or should require approval for any planned product, the Company
 would attempt to obtain the necessary approval and/or license, assuming
 reasonable and sufficient market expectations for the subject product.

                                    5
<PAGE>
     However, there can be no assurance, in the absence of particular
 circumstances, that Company efforts in respect of any future regulatory
 requirements would result in approvals and issuance of licenses.
 Moreover, if such license-requirement circumstances should arise, delays
 inherent in any application-and-approval process, as well as any refusal
 to approve, could have a material adverse affect upon existing operations
 (i.e., concerning in-the-market products) or planned operations.

 Item 2. PROPERTY

     The principal executive offices of the Company are located at 200
 Murray Hill Parkway, East Rutherford, New Jersey.  There, under a net
 lease, the Company occupies approximately 62,500 square feet of space.
 Approximately 45,000 square feet in such premises is used for warehousing
 and 17,500 for offices.  The annual rental is $267,684.  The lease
 expires on March 31, 2005.

     The Company leases 51,000 square feet of warehouse space in
 Paterson, New Jersey.  The Company pays $13,260 per month pursuant to a
 lease expiring May 31, 2001, and will pay $14,805 per month for such
 space, through May 31, 2002.

 Item 3. LEGAL PROCEEDINGS

     The Company is engaged in one potentially-material litigation,
 pending in the United States District Court for the District of New
 Jersey.  The plaintiff claims to be due approximately $450,000 in total,
 but paid CCA only (approximately) $170,000 for subject (Plus+White)
 product purchases.  Its essential claim is that the products 'liquefied,'
 and were thus defective.  The Company contends that the purchaser (which
 purchased for delivery to a third party) made no product complaint until
 one and one-half years after delivery, and that the third-party made
 additional Plus+White purchases after the purchaser complained); that
 these circumstances should prevent plaintiff's 'proof' of claim; that the
 Company has other bases of meritorious defense; and that, in any event,
 the Company believes the amount claimed by plaintiff as damages due is
 greatly in excess of any damages it could prove even if its essential
 claims were substantively provable.


 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     On July 12, 2000, the Company held its annual meeting of
 shareholders.  The actions taken, and the voting results thereupon, were
 as follows:

                                     6
<PAGE>
     (1) David Edell, Ira W. Berman, Jack Polak, and Stanley Kreitman
 were elected as directors by the holders of Class A Common Stock.  (No
 proxy was solicited therefor, whereas Messrs.  Berman, Polak and David
 Edell own more than 98% of the Class A Common Stock, and they proposed
 themselves and Mr. Kreitman.)

     (2) As proposed by Management, Sidney Dworkin, Dunnan Edell and
 Rami Abada were elected as directors by the holders of the Common Stock.
 (Sidney Dworkin died in October 2000.)

     (3) The Board's appointment of Sheft Kahn & Company LLP as the
 Company's independent certified public accountants for the 2000 fiscal
 year was approved.

     The Company has not submitted any matter to a vote of security
 holders since the 2000 Annual Meeting.
                                  7
<PAGE>
                              PART II



 Item 5. MARKET FOR THE COMPANY'S COMMON STOCK
             AND RELATED SHAREHOLDER MATTERS


     In June 2000, the Company filed a Schedule TO (and an Amendment
 No.1 thereto) with the Securities And Exchange Commission (S.E.C.); and,
 contemporaneously thereafter,  presented the tender offer subject of the
 Schedule TO to its shareholders.  Pursuant thereto, the Company offered
 to purchase up to 2,500,000 shares of its own Common Stock (but not Class
 A Common Stock), in exchange for a $2 subordinated debenture, maturing
 August 1, 2005, with 6% interest, payable semi-annually.  In response,
 278, 328 shares were tendered and accepted for payment.  The tender offer
 closed, as provided in the Schedule TO and the Offer documents presented
 to all Common Stock shareholders, on July 31, 2000.  (A second and final
 amendment to the Schedule TO, reporting the results of the tender offer,
 was filed with the S.E.C. on August 1, 2000.)

     The Company's Common Stock is traded on the NASDAQ National Market.
 Because, for some time (a) the Common Stock has traded at less than $1.00
 per share, and (b) the total market value of shares available for public
 trading has been below $5,000,000, NASDAQ notified the Company that its
 stock is to be de-listed.  However, the Company requested a hearing and,
 at least pending the hearing, and determination of the Company's appeal,
 the Common Stock will continue 'on' NASDAQ.  The range of high and low
 sales prices of the Common Stock during each quarter of its 2000 and 1999
 fiscal years was as follows:


          Quarter Ended                    2000                 1999

         February 29                   1.75-1.12           2.125 - 1.125
         May 31                        1.50-0.87           1.5   - 1.063
          August 31                    1.28-1.00           1.781 - 1.156
          November 30                  1.06-0.59           2.031 - 1.25


    The high and low prices for the Company's Common Stock, on
February 22, 2001 were $.81  and $.63 per share.

    The Company's only 'sales' of unregistered securities were represented by
its issuance, in consequence of the above described tender offer and Schedule
TO, of the $2, 5-year promissory notes, 6% interest, subject of the offer's $2
subordinated debenture.  (Those securities are unregistered pursuant to an
exemption from registration requirements.  In any event, and  in addition to
the form denominated by the S.E.C. as Schedule TO, with the Schedule TO
information, the following documents subject of the tender offer were filed
with the S.E.C., prior to commencement of the offering: A Trust Indenture, a
form of the eventually-issued Promissory Notes, and the Offering Document that
was thereafter transmitted to Common Stock shareholders.)

                                          8

<PAGE>
    As at February 22, 2001, there were approximately 230 holders of shares
of the Company's equity stock.  (There are a substantial number of shares held
of record in various street and depository trust accounts which represent
approximately 1,000 additional shareholders.)

    The Company has never paid any dividend, and does not expect to pay any
dividend in the foreseeable future.

                                          9
<PAGE>
<TABLE>
Item 6. SELECTED FINANCIAL DATA
<CAPTION>
                                                Year Ended November 30,
                                   2000          1999         1998           1997         1996
<S>                             <C>            <C>          <C>           <C>           <C>
Statement of Income
  Sales                         $38,451,980    $39,028,936  $41,083,974   $ 37,708,922  $39,469,098

  Other income                      186,284        285,469      318,296        293,953      235,925

                                 38,638,264     39,314,405   41,402,270     38,002,875   39,705,023

Costs and Expenses
 (excluding special charge)      38,120,685     38,500,390   38,570,096     34,730,052   37,790,397

Income Before Special Charge
  and Provision for
  Income Taxes                      517,579        814,015    2,832,174      3,272,823    1,914,626

Special Charge                (   1,500,000)       -            -              -            -

Net (Loss) Income from
 Continuing Operations       (      654,510)       512,504    1,667,973      2,031,494    1,051,434

(Loss) Income from
  Discontinued Operations           -       (      803,603)     -              -            -

Net Income (Loss)            (      654,510)(      291,099)   1,667,973      2,031,494    1,051,334

Earnings Per Share:
  Basic                      ($         .09)($         .04)$        .23  $         .28 $        .15

  Diluted                    ($         .09)($         .04)$        .21  $         .25 $        .13

Weighted Average Number
  of Shares Outstanding           7,153,013      7,174,203    7,243,956      7,205,904    7,120,099

Weighted Average Number
 of Shares and Common Stock
 Equivalents Outstanding          7,153,013      7,660,796    8,075,169      8,108,482    7,989,383

Balance Sheet Data:
                                                            As At November 30,

                                   2000           1999        1998           1997         1996

Working Capital                 $12,249,375    $12,291,890  $12,067,263    $11,331,810  $ 9,367,639
Total Assets                     20,312,056     21,494,987   24,010,136     19,224,291   17,038,752
Total Liabilities                 6,345,508      6,328,905    8,410,687      5,139,769    4,983,870
Total Stockholders' Equity       13,966,548     15,166,082   15,599,449     14,084,522   12,054,882
</TABLE>
                                                                   10
<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    On March 3, 1986, the Company entered into a Licence Agreement with
Alleghany Pharmacal Corporation under the terms of which the Company was
granted the exclusive right to use the licensed products & trademarks for the
manufacture and distribution of the products subject to the License Agreement.
Under the terms of the Alleghany Pharmacal License (see Business-License
Agreements), the royalty-rate for those Alleghany Pharmacal License products
now 'charged' at 6% will be reduced to 1% after the sum of $9,000,000 in
royalties has been paid thereunder.  (Certain products subject of the license
are, even now, 'charged' at only 1%.  See Business-License Agreements)

    As at November 30, 2000, the Company had paid or accrued $7,451,454  in
royalty payments.

Comparison of Results for Fiscal Years 2000 and 1999

    The Company's revenues decreased from $39,314,405 in fiscal 1999 to
$38,638,264 in fiscal 2000, primarily due to the discontinuance of most of its
FCA subsidiary's product line.

    Gross profit margins were 62.8% as compared to 61.3% in the prior year.
Operations were similar to prior years with the following exceptions.

    The Federal Drug Administration issued a press release advising that a
PPA (phenylpropanolamine) ingredient could be harmful although it has been sold
in the market for 51 years in a variety of well known products for decongestion
and appetite suppression (Robitussin, Dimetapp, Dexatrim, Alka Seltzer
decongestant, etc.).  The Company's Mega 16 diet products contained this
ingredient.

    The Company has taken deductions for an aggregate of approximately
$1,500,000 in the fourth quarter for the costs associated with the PPA
receivables, future returns, and inventory destruction.  The Company has
advised its accounts that it would accept returns.  The FDA is being asked to
review its decision by the Non-Prescription Drug Manufacturers Association.
Revenues have been reduced by approximately $1,250,000 due to actual and
estimated returns with a corresponding reduction in receivables.  Year-end
inventory was reduced by approximately $250,000 consisting of PPA finished
goods and componentry still on hand at November 30, 2000.

    In addition, the Company has decided to increase its reserves against
receivables due to the pressure by our retail customers who have been seeking
more and more unauthorized deductions.  Although we contest most of these
deductions, it might require, with certain of our important accounts, settling
some of our disputes in order to keep our relationship with them.  We,
therefore, have decided to increase our accrual for allowances by $400,000.

    The result of the items referred to above was an aggregate charge of
$1,900,000 against the Company's earnings from continuing operations, and
resulted in a net loss of $654,510 for fiscal 2000.  In the prior year, the
Company took a charge of $803,603 from discontinued operations that resulted in
a loss of $291,099.
                                       11
<PAGE>

    SG&A expenses decreased from $13,322,081 in fiscal 1999, to $12,557,064
in fiscal 2000,  primarily due to the discontinuance of its FCA subsidiary.
Advertising costs increased from approximately 24% of net sales, to
approximately 27% of net sales, primarily due to the increase in the Company's
Coop advertising and an additional promotional allowances of $400,000 accrued
for deductions claimed by key customers. Research and development expenses were
substantially similar to the prior year ($555,462 vs. $581,340).  Bad debt
expense ($249,279 vs. $115,569) would  also have been similar to the prior year
if not for one large writeoff of $90,000 from a foreign account.

    In 1999, the Company formalized a plan to discontinue the operations of
FCA, terminated all FCA employees, closed its Chicago facility, abandoned the
majority of its inventory and discontinued almost all of the marketing of its
product line.  However, in 2000, after noting that there was still demand for
the Cherry Vanilla and Cloud Dance perfumes, the Company decided to retain
those product lines and purchased the trademarks owned by Shiara Holdings, Inc.
Therefore, in accordance with EITF 90-16, certain prior year amounts have been
reclassified to conform to the 2000 presentation.

Comparison of Results for Fiscal Years 1999 and 1998

    The Company's revenues decreased from $41,083,974 in fiscal 1998  to
$39,028,936 in fiscal 1999 due primarily to the decrease in its sales of its
Nutra 60 line, which it has discontinued marketing, and a decrease in its sales
of perfume products of its discontinued FCA subsidiary.  The Company adopted a
plan to discontinue operations of its 80% owned subsidiary, Fragrance
Corporation of America, Ltd. (FCA) and, accordingly, reflected a loss from the
discontinued operations of $803,603.

    Gross profit margins were 61.3% as compared to prior year's gross profit
margins of 62.7%.  Income before taxes decreased from $2,832,174 to $814,015.
The decrease was attributable to the decrease in approximately $2,000,000 of
revenues, approximately $500,000 of costs of converting to the MegaSys Software
Systems for Y2K readiness and E.D.I. integration, and an increase in
advertising and cooperative promotions of approximately $400,000.

    Research and development expenses were substantially similar to the prior
year ($581,360 vs $562,708); Bad debt expense decreased to $115,569 from
$201,630 due to the fact that the Company had the expense of setting up an
initial reserve on the receivables of its FCA subsidiary in 1998..

    Net income from continuing operations was $512,504 as compared to
$1,667,973.  A loss of $803,603 from discontinuing operations caused  a net
loss of $291,099 in fiscal 1999 as compared to a net profit of $1,667,973 in
fiscal 1998.

                                       12
<PAGE>

Liquidity and Capital Resources

    As at November 30, 2000, the Company had working capital of $12,249,375
as compared to $12,291,890 at November 30, 1999.  The ratio of total current
assets to current liabilities was 3.1 to 1 as compared to a ratio of 2.9 to 1
for the prior year.  Stockholders' equity decreased to $13,966,548 from
$15,166,082 due to the loss sustained for the year as well as the repurchase of
approximately 300,000 shares of the Company's stock through the issuance of a
debenture and to a lesser degree cash purchases.

    The Company's cash position at year end decreased to $804,508 from
$807,360 as at November 30, 1999.  The minor decrease was mostly a net  result
of the reduction in inventory ($.5 million) and accounts receivable ($1
million) offset by the Company utilizing approximately $.3 million in the
acquisition of property and equipment, $.5 million for intangible assets, $.5
million to reduce payables.

    Inventories ($5,735,427 vs. $6,235,270) were down $499,843 and accounts
receivable ($6,329,755 vs. $7,371,532) decreased $1,041,777.  Current
liabilities ($5,788,852 vs. $6,328,905) decreased by $540,053.

    As of November 30, 2000, the Company was utilizing $1,500,000 of the
funds available under its $7,000,000 credit line.  The Company has issued a
security agreement in connection with the bank financing.

Inventory, Seasonality, Inflation and General Economic Factors

    The Company attempts to keep its inventory for every product at levels
that will enable shipment against orders within a three week period.  However,
certain components must be inventoried well in advance of actual orders because
of time-to-acquire circumstances.   For the most part, purchases are based upon
projected quarterly requirements, which are projected based upon sales
indications received by the sales and marketing departments, and general
business factors.  All of the Company's contract-manufacture products and
components are purchased from non-affiliated entities.  Warehousing is provided
at Company facilities, and all products are shipped from the Company's
warehouse facilities.

    None of the Company's products are particularly seasonal, but sales of
its sun-care, depilatory and diet-aid  products usually peak during the Spring
and Summer seasons, and perfume sales usually peak in Fall and Winter.  The
Company does not have a product that can be identified as a 'Christmas item.'

    Because its products are sold to retail stores (throughout the United
States and, in small part, abroad), sales are particularly affected by general
economic conditions.  Accordingly, any adverse change in the economic climate
can have an adverse impact on the Company's sales and financial condition.  The
Company does not believe that inflation or other general economic circumstance
that would negatively affect operations can be predicted at present, but if
such circumstances should occur, they could have material and negative impact
on the Company's net sales and revenues; and, more particularly, unless the
Company were able to pass along related cost increases to its customers, upon
gross margins.

                                    13

<PAGE>

Item 7A. QUANTITATIVE AND QUALITATIVE
         DISCLOSURE ABOUT MARKET RISK

    The Company's financial statements (See Item 14) record the Company's
investments under the equity method (i.e., at date-of-statement market value).
The investments are, categorically, in Government Obligations and Corporate
Obligations (which, primarily, are intended to be held to maturity) and Equity.
Less than $1 million of the Company's $3.4 million portfolio of investments
(approximate, as at Nov. 30, 2000) is invested in the Equity category, and all
investments in that category are Preferred Stock or Mutual Fund holdings.
Whereas the Company does not take positions or engage in transactions in
risk-sensitive market instruments in any substantial degree, nor as defined by
SEC rules and instructions, it does not believe that its investment-market risk
is material.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


    The Financial Statements are listed under Item 14 in this Form 10-K.  The
following financial data is a summary of the quarterly results of operations
(unaudited) during and for the years ended November 30, 2000 and 1999:

                                           Three Months Ended

Fiscal 2000                Feb. 28      May 31        Aug. 31       Nov. 30

Net Sales               $8,581,108   $11,955,894    $9,876,439     $8,038,539
Total Revenue            8,643,309    12,026,517     9,962,647      8,005,791

Cost of Products Sold    3,704,031     4,191,877     3,499,660      2,904,360

Net Income(Loss)       (   206,122)      750,806        59,034    ( 1,258,228)

                       Basic Diluted Basic Diluted Basic Diluted Basic Diluted
Earnings Per Share:
  Continuing Operations (.03) (.03)   .10    .10      .02  .02    (.18)   (.18)
  Discontinued Operations   -    -      -     -      (.01)(.01)     -       -
  Net                   (.03) (.03)   .10    .10      .01  .01    (.19)   (.19)

                                          Three Months Ended

Fiscal 1999                Feb. 28      May 31        Aug. 31       Nov. 30

Net Sales               $9,745,760   $11,320,784    $8,577,549     $9,384,843
Total Revenue            9,786,738    11,363,885     8,680,172      9,483,610

Cost of Products Sold    4,015,751     4,471,932     3,542,260      3,066,028

Income from Continuing
  Operations                71,661       246,015    (  353,564)       548,392

Income (Loss) from
 Discontinued
  Operations                  -            -        (  803,603)          -


Net Income                  71,661       246,015   ( 1,157,167)       548,392

                       Basic Diluted Basic Diluted  Basic Diluted Basic Diluted
Earnings Per Share:
  Continuing Operations .01   .01      .03    .03      .05   .05   .08    .07
  Discontinued Operations -    -        -      -      (.11) (.11)   -      -
  Net                   .01   .01      .03    .03     (.16) (.16)  .08    .07

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE


    The Company did not change its accountants within the twenty-four months
prior to the date of the most recent financial statements (nor since), and had
no reported disagreement with its accountants on any matter of accounting
principles or practices.
                                  14

<PAGE>
                              PART III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS


    The Executive Officers and Directors of the Company are as follows:

                        YEAR OF FIRST
   NAME                    POSITION                   COMPANY SERVICE

David Edell        President and Chief
                   Executive Officer,
                   Director                                1983

Ira W. Berman      Chairman of the Board
                   of Directors, Secretary,
                   Executive Vice President                1983


Dunnan Edell       Executive Vice Pres.-
                   Sales, Director                         1984

Drew Edell         Vice President-
                   Manufacturing and
                   New Product Development                 1983

John Bingman       Treasurer                               1986

Stanley Kreitman   Director                                1996

Jack Polak         Director                                1983

Rami G. Abada      Director                                1997


     David Edell, age 69, is a director, and the Company's President and Chief
Executive Officer.  Prior to his association with the Company he was a
marketing and financial consultant; and, by 1983, he had extensive experience
in the health and beauty aids field as an executive director and/or officer of
Hazel Bishop, Lanolin Plus and Vitamin Corporation of America.

         Ira W. Berman, age 69, is the Company's Executive Vice President and
Corporate Secretary.  He is also Chairman of the Board of Directors.  Mr.
Berman is an attorney who has been engaged in the practice of law since 1955.
He received a Bachelor of Arts Degree (1953) and Bachelor of Laws Degree (1955)
from Cornell University, and is a member of the American Bar Association.

         Dunnan Edell is the 45 year-old son of David Edell.  He has been a
director since 1994.  A Senior Vice President-Sales, he joined the Company in
1984 and was appointed Divisional Vice-President in 1986.  He was employed by
Alleghany Pharmacal Corporation from 1982 to 1984, and by Hazel Bishop from
1977 to 1981.
                                        15

<PAGE>
    Drew Edell, the 43 year-old son of David Edell, is a graduate of Pratt
Institute, where he received a Bachelor's degree in Industrial Design.  He
joined the Company in 1983, and in 1985 he was appointed Vice President-Product
Development and Production.

    John Bingman, age 49, received a Bachelor of Science degree from Farleigh
Dickenson University in 1973.  He is a certified public accountant who
practiced with the New Jersey accounting firm of Zarrow, Zarrow & Klein from
1976 to 1986.

    Jack Polak, age 88, has been a private investment consultant since April
1982, and holds a tax consultant certification in The Netherlands.  He was a
director and member of the Audit and Compensation Committee of K.T.I.
Industries, Inc., from February 1995 until 1999, when K.T.I., a waste-to-energy
business, was 'taken over' by Casella Industries.  Since March 2000, he has
been a director of Oakhurst Industries, a public company that owns an
automotive accessories distributor, a waste-to-energy tire facility, and a road
construction company.

    Stanley Kreitman, age 69, has been Vice Chairman of the Board of
Manhattan Associates, an equity - investment firm, since 1994.  He is also a
director of Medallion Financial Corp., an SBIC.  Mr. Kreitman has been Chairman
of the Board of Trustees of the New York Institute of Technology since 1989,
and of Crime-Stoppers Nassau County (NY), since 1994.  Since February 1999 and
June 1999, respectively, he has been a member of the Board of Directors of
K.S.W. Corp. and P.M.C.C. Mortgage Corp.  He is also a director and/or
executive committee member of the following organizations: The New York City
Board of Corrections, The New York City Police Foundation, St. Barnabas
Hospital, The New York College of Osteopathic Medicine, and the Police Athletic
League.  From 1975 until 1993, he was President of United States Banknote
Corporation, a securities printer.

     Rami G. Abada, age 41, is the President and Chief Operating Officer of
the publicly-owned Jennifer Convertibles, Inc.  He has been its Chief Operating
Officer since April of 1994.  From 1982 to 1994, he was a Vice President of
Operations in the Jennifer Convertibles organization.  Mr. Abada, who is Ira
Berman's son-in-law, earned a B.B.A. in 1981 upon his graduation from Bernard
Baruch College of The City University of New York.

    (Sidney Dworkin, who had been a director since 1985, passed away in
October, 2000.)


Item 11. EXECUTIVE COMPENSATION


         i. Summary Compensation Table

         The following table summarizes compensation earned in the 2000, 1999
and 1998  fiscal years by all of the executive officers whose fiscal 2000
compensation exceeded $100,000, including the Chief Executive Officer (the
Named Officers).
                                    16


              Annual Compensation      Long-Term Compensation

                                                           Number
                                              All         of Shares
                                             Other         Covered      Other
Name and                                     Annual        by Stock   Long-Term
Principal                                    Compen-        Options     Compen-
Position       Year     Salary    Bonus      sation(1)     Granted(2)   sation


David Edell,   2000    $425,372   $132,221     $12,552          -         0
President      1999     401,468    111,546      17,088          -         0
and Chief      1998     378,743    151,604      19,429          -         0
Executive
Officer

Ira. W. Berman,2000   $ 425,372(3) $132,221    $11,775          -         0
Secretary      1999     401,468(3)  111,546     16,666          -         0
and Executive  1998     378,743(3)  151,604     16,403          -         0
Vice President

Dunnan Edell,  2000    $218,076   $   4,194    $ 2,723          -         0
Executive      1999     200,000      15,000      7,614          -         0
Vice President 1998     200,000        -         9,787          -         0
- Sales

Drew Edell     2000    $175,000   $   3,365   $    577          -         0
Vice President 1999     150,000      12,000      1,468          -         0
Manufacturing  1998     150,000        -         2,508          -         0



-------------------------

(1) Includes the personal-use value of Company-leased automobiles, the value of
Company-provided life insurance, and health insurance that is made available to
all employees, plus directors fees paid to Messrs. David Edell, Ira Berman and
Dunnan Edell.

(2) Information in respect of stock option plans appears below in the
sub-topic, Employment Contracts/Executive Compensation Program.

(3) Includes $99,396 paid to Ira W. Berman & Associates, P.C.


     ii.  Fiscal 2000 Option Grants and Option Exercises,
          Year-End Option Valuation, Option Repricing

                                      17

<PAGE>
     No new options were issued to any of the Named Officers in fiscal 2000.

     The next table identifies 2000 fiscal-year option exercises by Named
Officers, and reports a valuation of their options.

                    Fiscal 2000 Aggregated Option Exercises
                    and November 30, 2000 Option Values


     No options were exercised by any of the Named Officers in fiscal 2000.


             Number of            Number of Shares
               Shares              Covered by Un-       Value of Unexercised
             Acquired    Value    exercised Options     In-the-Money Options
              Exercise  Realized at November 30, 2000   at November 30,2000(1)

David Edell     -         -           457,500                 149,125
Ira W. Berman   -         -           502,000                 172,750
Dunnan Edell    -         -            75,000                    -
Drew Edell      -         -            75,000                    -

                ---------------------

(1) Represents the difference between market price and the respective exercise
    prices of options at November 30, 2000.


                               Repriced Options

The following table identifies the stock options held by the Named Officers and
all other officers and directors, the exercise prices of which have been
reduced during the past 10 years.



                                     Original
                       Number         Grant      Original      Date        New
                      of Shares        Date        Price     Repriced     Price

David Edell (1)        100,000      Aug. 1, 1997  $2.50    Nov. 3, 1998   1.50
Ira W. Berman (1)      100,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Dunnan Edell (1)        50,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Drew Edell (1)          50,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Stanley Kreitman (1)    25,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Sidney Dworkin (1)      25,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Rami Abada (1)          25,000      Aug. 1, 1997   2.50    Nov. 3, 1998   1.50
Dunnan Edell (2)        25,000      Jun. 10, 1995  4.50    Jun. 10, 2000  1.50
Drew Edell (2)          25,000      Jun. 10, 1995  4.50    Jun. 10, 2000  1.50
-------------------
                                                    18

<PAGE>

(1) The full Board of Directors authorized the repricing in consequence of a
declining market valuation, inconsistent with the Company's realizable value.
The market price of the Common Stock at the date of repricing was $1.50; and,
at that date, the original option terms (10 years from August 1, 1997) had
approximately 8 years and 10 months to run.  When the options were originally
issued, on August 1, 1997, the market price of the Company's Common Stock  was
$2.50.

(2) The full Board of Directors authorized the repricing in consequence of a
declining market valuation, inconsistent with the Company's realizable value.
The market price of common stock  at the date of repricing was $1.10; and at
that date the original terms (5 years from June 10, 1995) were extended for an
additional 5 years.  When the options were originally issued on June 10, 1995,
the market price of the Company's common stock was $3.

    iii. Compensation of Directors

    Each director was paid $2,000 per meeting for attendance of board
meetings in fiscal 2000 (without additional compensation for committee
meetings).  No options were granted to any director.

    The full Board of Directors met five times in fiscal 2000.

     iv.  Executive Compensation Principles;
          Audit and Compensation Committee

     The Company's Executive Compensation Program is based on guiding
principles designed to align executive compensation with Company values and
objectives, business strategy, management initiatives, and financial
performance.  In applying these principles the Audit and Compensation Committee
of the Board of Directors, comprised of  Ira W. Berman, Stanley Kreitman, Jack
Polak and Rami Abada, which met five times in fiscal 2000, has established a
program to:

    Reward executives for long-term strategic management and the enhancement
of shareholder value.

   Integrate compensation programs with both the Company's annual and
Long-term strategic planning.

   Support a performance-oriented environment that rewards performance not
only with respect to Company goals but also Company performance as
compared to industry performance levels.


    v. Employment Contracts/Compensation Program

    The total compensation program consists of both cash and equity based
compensation.  The Audit and Compensation Committee (the Committee) determines
the level of salary and bonuses, if any, for key executive officers other than
Messrs.  David Edell and Ira Berman (whose compensation rights are provided by
contract).  The Committee determines the salary or salary range based upon
competitive norms.  Actual salary changes are based upon performance, and
bonuses were awarded by the Committee in consideration of the Company's
performance during the 2000 fiscal year.

                                       19
<PAGE>

    On March 17, 1994, the Board of Directors approved 10-year employment
contracts for David Edell and Ira Berman (with Mr. Edell and Mr. Berman
abstaining).  Pursuant thereto, each is entitled to a base salary of $300,000,
plus a CPI or 6% increment each year (base salary), and an additional sum
measured as 2.5% of the Company's pre-tax income, less depreciation and
amortization, plus 20% of the base salary.

    In February of 1999, the additional sum measurement in the David Edell
and Ira Berman employment contracts was amended to provide as follows: 2.5% of
the Company's earnings before income taxes, depreciation, amortization, and all
expenditures for media and cooperative advertising and promotion in excess of
$8,000,000, plus 20% of the base salary.

    Long-term incentives are provided through the issuance of stock options.

     vi. Stock Option Plans

     The Company's 1994 Stock Option Plan covers 1,000,000 shares of its
Common Stock.

     (The 1984 Stock Option Plan covered 1,500,000 shares of its Common Stock,
and the 1986 Stock Option Plan covered 1,500,000 shares of its Common Stock.)

     The 1994 Option Plan provides (as had the 1984 and 1986 plans) for the
granting of two (2) types of options: Incentive Stock Options and Nonqualified
Stock Options.  The Incentive Stock Options (but not the Nonqualified Stock
Options) are intended to qualify as Incentive Stock Options as defined in
Section 422(a) of The Internal Revenue Code.  The Plans are not qualified under
Section 401(a) of the Code, nor subject to the provisions of the Employee
Retirement Income Security Act of 1974.

    Options may be granted under the Options Plans to employees (including
officers and directors who are also employees) and consultants of the Company,
provided, however, that Incentive Stock Options may not be granted to any
non-employee director or consultant.

    Option plans are administered and interpreted by the Board of Directors.
(Where issuance to a Board member is under consideration, that member must
abstain.)  The Board has the power, subject to plan provisions, to determine
the persons to whom and the dates on which options will be granted, the number
of shares subject to each option, the time or times during the term of each
when options may be exercised, and other terms.  The Board has the power to
delegate administration to a Committee of not less than two (2) Board members,
each of whom must be disinterested within the meaning of Rule 16b-3 under the
Securities Exchange Act, and ineligible to participate in the option plan or in
any other stock purchase, option or appreciation right under plan of the
Company or any affiliate.  Members of the Board receive no compensation for
their services in connection with the administration of option plans.

    Option Plans permit the exercise of options for cash, other property
acceptable to the Board or pursuant to a deferred payment arrangement.  The
1994 Plan specifically authorizes that payment may be made for stock issuable
upon exercise by tender of Common Stock of the Company; and the Executive
Committee is authorized to make loans to option exercisers to finance optionee
tax-consequences in respect of option exercise, but such loans must be
personally guaranteed and secured by the issued stock.

                                       20
<PAGE>

    The maximum term of each option is ten (10) years.  No option granted is
transferable by the optionee other than upon death.

    Under the plans, options will terminate three (3) months after the
optionee ceases to be employed by the Company or a parent or subsidiary of the
Company unless (i) the termination of employment is due to such person's
permanent and total disability, in which case the option may, but need not,
provide that it may be exercised at any time within one (1) year of such
termination (to the extent the option was vested at the time of such
termination); or (ii) the optionee dies while employed by the Company or a
parent or subsidiary of the Company or within three (3) months after
termination of such employment, in which case the option may, but need not
provide that it may be exercised (to the extent the option was vested at the
time of the optionee's death) within eighteen (18) months of the optionee's
death by the person or persons to whom the rights under such option pass by
will or by the laws of descent or distribution; or (iii) the option by its
terms specifically provides otherwise.

    The exercise price of all nonqualified stock options must be at least
equal to 85% of the fair market value of the underlying stock on the date of
grant.  The exercise price of all Incentive Stock Options must be at least
equal to the fair market value of the underlying stock on the date of grant.
The aggregate fair market value of stock of the Company  (determined at the
date of the option grant) for which any employee may be granted Incentive Stock
Options in any calendar year may not exceed $100,000, plus certain carryover
allowances.  The exercise price of an Incentive Stock Option granted to any
participant who owns stock possessing more than ten (10%) of the voting rights
of the Company's outstanding capital stock must be at least 110% of the fair
market value on the date of grant and the maximum term may not exceed five (5)
years.

    Consequences to the Company: There are no federal income tax consequences
to the Company by reason of the grant or exercise of an Incentive Stock Option.

         As at November 30, 2000, 1,184,500 stock options, yet exercisable, to
purchase 1,184,500 shares of the Company's Common Stock, were outstanding.

         vii. Performance Graph

         Set forth below is a line graph comparing cumulative total shareholder
return on the Company's Common Stock, with the cumulative total return of
companies in the NASDAQ Stock Market (U.S.) and the cumulative total return of
Dow Jones's Cosmetics/Personal Care Index.

                                 GRAPH

                                    21

<PAGE>

                                             Cumulative Total Return*

                                    11/95   11/96   11/97   11/98   11/99  11/00

CCA Industries, Inc.                 100     161      165       96     98     50
      DJ Equity Market               100     126      160      192    234    223
DJ Cosmetics/Personal                100     129      153      162    148    135
   Care

---------------------
* $100 invested on November 30, 1995 in stock and indices, including
reinvestment of dividends.

Item 12. SECURITY OWNERSHIP OF CERTAIN
         BENEFICIAL OWNERS AND MANAGEMENT


    The following table sets forth certain information regarding the
ownership of the Company's Common Stock and/or Class A Common Stock as of
February 8, 2001 by (i) all those known by the Company to be owners of more
than five percent of the outstanding shares of Common Stock or Class A Common
Stock; (ii) each officer and director; and (iii) all officers and directors as
a group.  Unless otherwise indicated, each of the shareholders has sole voting
and investment power with respect to the shares owned (subject to community
property laws, where applicable), and is beneficial owner of them.

                                                          Ownership, As A
                                                          Percentage of
                                                          All Shares Out-
                         Number of         Option       Standing/Assuming
Name and Address      Shares Owned (1):    Shares (1) Option Share Exercise (1)


                      Common
                      Stock    Class A (2)

David Edell             269,535   484,615    457,500      10.84/16.48
c/o CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073

Ira W. Berman           234,595   473,615    502,000      10.18/16.36
c/o CCA Industries, Inc.

Jack Polak               25,000    47,700     25,000        1.05/1.41
90 Park Avenue
New York, NY 10016

Rami G. Abada               -        -        25,000            -/.36
c/o CCA Industries, Inc.

Stanley Kreitman            -        -        25,000            -/.36
c/o CCA Industries, Inc.

Dunnan Edell             41,250      -        75,000         .59/1.67
c/o CCA Industries, Inc.

Drew Edell               51,250      -        75,000         .74/1.81
c/o CCA Industries, Inc.

John Bingman               -         -          -               -
c/o CCA Industries, Inc.

Officers and
Directors               621,630 1,005,930       -         23.46/34.81
as a group (8 persons)

                                         22

<PAGE>
_______________________

(1) The number of Option Shares represents the number of shares that could be
purchased by and upon exercise of unexercised options exercisable within 60
days  and --the percentage ownership figure denominated Assuming Option Share
Exercise assumes, per person, that unexercised options have been exercised and,
thus, that subject shares have been purchased and are actually owned.  In turn,
the assumed percentage ownership figure is measured, for each owner, as if each
had exercised such options, and purchased subject 'option shares,' and thus
increased total shares actually outstanding, but that no other option owner had
'exercised and purchased.'

(2) David Edell, Ira Berman and Jack Polak own over 98% of the outstanding
shares of Class A Common Stock.  Messrs. David Edell, Dunnan Edell and Ira
Berman are officers and directors.  Messrs. Bingman and Drew Edell are
officers.  Messrs. Abada, Kreitman and Polak are directors.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Dunnan Edell (a director and officer), is indebted to the Company,
pursuant to its loan, in the principal sum of $21,495.  The loan  is secured by
a second mortgage upon real property, and carries interest at 1% over prime,
payable semi-annually.


                                 23
<PAGE>

                              PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENTS,
         SCHEDULES AND REPORTS ON FORM 8-K


         Financial Statements:

    Table of Contents, Independent Auditors' Report, Consolidated Balance
Sheets as of November 30, 2000 and 1999, Consolidated Statements of Income for
the years ended November 30, 2000, 1999 and 1998, Consolidated Statements of
Shareholders' Equity for the years ended  November 30, 2000, 1999 and 1998,
Consolidated Statements of Cash Flows for the years ended November 30, 2000,
1999 and 1998, Notes to Consolidated Financial Statements.

      Financial Statement Schedules:

      Schedule II:  Valuation Accounts; Years Ended Nov. 30, 2000, 1999 and
      1998

      Exhibits:

(3)   The Company's Articles of Incorporation and Amendments thereof, and its
      By-Laws, are incorporated by reference to their filing with the Form 10-K
      A filed April 5, 1995.  (Exhibit pages 000001-23).

(4)   The Indenture (and the Promissory note exhibited therewith) defining the
      rights of former shareholders who tendered Common Stock to the Company
      for its $2 per share, 5 year, 6% debenture, is filed by reference to the
      filing of such documents with the Schedule To filed with the S.E.C., on
      June 5, 2001.

(10   The Following Material Contracts are incorporated by reference to their
      filing with the Form 10-KA filed April 5, 1995: Amended and Restated
      Employment Agreements of 1994, with David Edell and Ira Berman; License
      Agreement made February 12, 1986 with Alleghany Pharmacal Corporation.

      The February 1999 Amendments to the Amended and Restated Employment
      Agreements of David Edell and Ira Berman (1994) are incorporated by
      reference to their with the 1998 10-K. (Exhibit pages 00001-00002)

(11   Statement re Per Share Earnings (included in Item 14, Financial
      Statements)

      No Form 8-K was filed during the 2000 fiscal year.

     Shareholders may obtain a copy of any exhibit not filed herewith by
writing to CCA Industries, Inc., 200 Murray Hill Parkway, East Rutherford, New
Jersey 07073.  Moreover, exhibits may be inspected and copied at prescribed
rates at the Commission's public reference facilities at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; Jacob K. Javits Federal Building,
26 Federal Plaza, New York, New York 10278; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such
materials may also be obtained by mail at prescribed rates from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and one is available at the Commission's Internet website
(http://www.sec.gov).
                                   24

<PAGE>
                             SIGNATURES

         Pursuant to the requirements of Section 13 or 15(A) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.

                               CCA INDUSTRIES, INC.


                        By:   s/    David Edell
                                  DAVID EDELL, President


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons in the capacities
and on the dates indicated.

     Signature                Title                              Date

s/ David Edell          President, Director,
     DAVID EDELL        Chief Executive Officer,
                        and Chief Financial
                        Officer                         February 27, 2001

s/ Ira W. Berman        Chairman of the Board
    IRA W. BERMAN       of Directors, Executive
                        Vice President,
                        Secretary                       February 27, 2001

s/ Dunnan Edell         Vice President,                 February 27, 2001
    DUNNAN EDELL        Director

s/ Stanley Kreitman     Director                        February 27, 2001
    STANLEY KREITMAN

s/ Rami Abada           Director                        February 27, 2001
     RAMI ABADA

s/ Jack Polak           Director                        February 27, 2001
     JACK POLAK





                                     25
<PAGE>



















              CCA INDUSTRIES, INC. AND SUBSIDIARIES


                CONSOLIDATED FINANCIAL STATEMENTS


                    NOVEMBER 30, 2000 AND 1999

<PAGE>














                         C O N T E N T S



INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS . . . . . . . . . .1

FINANCIAL STATEMENTS:

 CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . .2-3

 CONSOLIDATED STATEMENTS OF INCOME (LOSS). . . . . . . . . . . . . . . .4

  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME. . . . . . . . . . . .5

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY . . . . . . . . . . . .6

 CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . .7-8

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. . . . . . . . . . . . . 9-31








<PAGE>



                   INDEPENDENT AUDITORS' REPORT

Board of Directors
CCA Industries, Inc.
East Rutherford, New Jersey

     We have audited the consolidated balance sheets of CCA Industries, Inc.
and Subsidiaries as of November 30, 2000 and 1999, and the related consoli-
dated statements of income (loss), comprehensive income, shareholders' equity
and cash flows for each of the three years in the period ended November 30,
2000.  These consolidated financial statements are the responsibility of
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audit to obtain a reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and related schedules.  An audit also includes as-
sessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of CCA Industries, Inc. and Subsidiaries as of November 30, 2000 and 1999, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended November 30, 2000, in conformity with
accounting principles generally accepted in the United States of America.

     Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole.  The supplemental schedules
listed in the index to Item 14 are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not a required part of the
basic consolidated financial statements.  The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, is fairly stated, in all
material respects in relation to the basic consolidated financial statements
taken as a whole.




                              SHEFT KAHN & COMPANY LLP
                              CERTIFIED PUBLIC ACCOUNTANTS

February 13, 2001
Jericho, New York
                               -1-
<PAGE>

             CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                   CONSOLIDATED BALANCE SHEETS

                           A S S E T S

                             (Note 7)
<CAPTION>                                              November 30,
                                                     2000        1999

<S>                                             <C>          <C>
Current Assets
  Cash and cash equivalents (Note 15)            $   804,508 $    807,360
  Short-term investments and marketable
    securities (Notes 2 and 6)                     2,536,344    1,490,469
  Accounts receivable, net of allowances of
    $1,379,424 and $1,183,576, respectively        6,329,755    7,371,532
  Inventories (Notes 2 and 3)                      5,735,427    6,235,270
  Prepaid expenses and sundry receivables            324,980      822,816
  Prepaid income taxes and refunds due               777,691      714,835
  Deferred income taxes (Note 8)                   1,529,522    1,178,513

   Total Current Assets                           18,038,227   18,620,795

Property and Equipment, net of accumulated
  depreciation and amortization
   (Notes 2 and 4)                                   675,790      739,728

Intangible Assets, net of accumulated
  amortization (Notes 2 and 5)                       641,410      169,756

Other Assets
  Marketable securities (Notes 2 and 6)              845,101    1,809,770
  Due from officers - Non-current (Note 14)           21,485       57,918
  Deferred income taxes (Note 8)                      34,517       42,031
  Other                                               55,526       54,989

   Total Other Assets                                956,629    1,964,708

   Total Assets                                  $20,312,056  $21,494,987

</TABLE>

See Notes to Consolidated Financial Statements.





                               -2-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                   CONSOLIDATED BALANCE SHEETS


               LIABILITIES AND SHAREHOLDERS' EQUITY

<CAPTION>
                                                      November 30,
                                                   2000          1999
<S>                                          <C>            <C>
Current Liabilities
  Notes payable (Note 7)                     $   1,500,000  $  1,400,000
  Accounts payable and accrued
   liabilities (Note 10)                         4,288,852     4,928,905

   Total Current Liabilities                     5,788,852     6,328,905

Subordinated Debentures (Due August 1,
 2005) (Note 7)                                    556,656            -

Commitments and Contingencies
  (Note 12)

Shareholders' Equity
  Common stock, $.01 par; authorized
   15,000,000 shares; issued and
   outstanding 6,042,823 and 6,321,151
   shares, respectively                            60,428         63,212
  Class A common stock, $.01 par; authorized
   5,000,000 shares; issued and outstanding
     and 1,020,930 shares, respectively            10,209         10,209
  Additional paid-in capital                    3,836,296      4,453,478
  Retained earnings                            10,300,693     10,955,203
  Accumulated other comprehensive income
   (Note 6)                                  (     64,846)   (   150,854)
                                               14,142,780     15,331,248
  Less: Treasury Stock (107,496 and
       95,996 shares at November 30,
        2000 and November 30, 1999,
         respectively)                            176,232        165,166

   Total Shareholders' Equity                  13,966,548     15,166,082

   Total Liabilities and Shareholders' Equity $20,312,056    $21,494,987


</TABLE>

See Notes to Consolidated Financial Statements.


                               -3-
<PAGE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
             CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<CAPTION>

                                          Years Ended November 30,
                                       2000        1999          1998
<S>                               <C>          <C>           <C>
Revenues
  Sales of health and beauty
     aid products, net             $38,451,980  $39,028,936   $41,083,974
  Other income                         186,284      285,469       318,296

                                    38,638,264   39,314,405    41,402,270

Costs and Expenses
  Cost of sales                     14,299,928   15,095,971    15,321,576
  Selling, general and
     administrative expenses        12,557,064   13,322,081    13,579,182
  Advertising, cooperative and
      promotions                    10,299,475    9,242,767     8,882,106
  Research and development             555,462      581,340       562,708
  Provision for doubtful accounts      249,279      115,569       201,630
  Interest expense                     159,477      142,662        22,894

                                    38,120,685   38,500,390    38,570,096
   Income before Special Charge
     and Provision for
     Income Taxes                      517,579      814,015     2,832,174

Special Charge (Note 16)           ( 1,500,000)        -             -

   (Loss) Income before Provision
   for Income Taxes                (   982,421)     814,015     2,832,174

Provision (Benefit) for Income Tax(   327,911)      301,511     1,164,201

   Net (Loss) Income from
    Continuing Operations          (   654,510)     512,504     1,667,973

Discontinued Operations:
  (Loss) on abandonment of
   intangibles (net of income
   taxes (benefit) of
   ($514,978) in 1999)                 -        (   803,603)        -

(Loss) Income from Discontinued
  Operations                           -        (   803,603)        -

   Net (Loss) Income               ($  654,510) ($  291,099)  $ 1,667,973


Weighted Average Shares
  Outstanding
   Basic                             7,153,013    7,174,203     7,243,956
   Diluted                           7,153,013    7,660,796     8,075,169

Earnings Per Common Share
  (Note 2):                     Basic  Diluted Basic Diluted  Basic Diluted
  Continuing Operations         ($.09)  ($.09) $ .07   $ .07  $ .23   $ .21
  Discontinued Operations        $ -    ($ - )($ .11) ($ .11) $  -    $ -
  (Loss) on Abandoned
    Intangibles                  $ -    $  -  ($ .04) ($ .04) $  -    $ -

   Net                          ($.09)  ($.09)($ .04) ($ .04) $ .23   $ .21
</TABLE>
See Notes to Consolidated Financial Statements.

                               -4-
<PAGE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<CAPTION>
                                          Years Ended November 30,
                                    2000          1999          1998


<S>                             <C>          <C>             <C>
Net (Loss) Income               ($   654,510)($     291,099) $ 1,667,973

Other Comprehensive Income
  Unrealized holding gain (loss)
  on investments                      86,008 (      132,511) (    15,606)

Provision (Benefit) for Taxes         13,742 (       50,166) (     6,559)

Other Comprehensive Income
  (Loss) - Net                        72,266 (       82,345) (     9,047)

Comprehensive (Loss)
  Income                        ($   582,244)($     373,444)  $1,658,926

Earnings (Loss) Per Share:
  Basic                                ($.08)         ($.05)        $.23
  Diluted                              ($.08)         ($.05)        $.20

</TABLE>











See Notes to Consolidated Financial Statements.

                               -5-
<PAGE>
                         CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                   FOR THE YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998
<CAPTION>


                                                                                     Unrealized
                                                            Additional              Gain (Loss)on
                                         Common Stock        Paid-In     Retained   Marketable    Treasury
                                     Shares         Amount    Capital     Earnings   Securities     Stock

<S>                                <C>            <C>       <C>         <C>         <C>          <C>
Balance - December 1, 1997         7,213,551      $72,136   $4,454,763  $ 9,578,329 ($  2,737)   ($  17,969)

Issuance of common stock              53,530          535   (      535)        -         -             -

Net income for the year              -                 -           -      1,667,973      -             -

Unrealized (loss) on marketable
 securities                          -                 -           -           -    (  15,606)         -

Purchase of 82,019 shares of
 treasury stock                      -                 -           -           -          -       ( 137,640)

Balance - November 30, 1998        7,267,081       72,671    4,454,228   11,246,302 (  18,343)    ( 155,609)

Issuance of common stock              75,000          750  (       750)        -          -            -

Net (loss) for the year             -                  -           -    (   291,099)      -            -

Unrealized (loss) on marketable
 securities                         -                  -           -           -     ( 132,511)        -

Purchase of 6,477 shares of
 treasury stock                     -                  -           -           -           -      (   9,557)

Balance - November 30, 1999        7,342,081       73,421    4,453,478   10,955,203  ( 150,854)   ( 165,166)

Issuance of debentures for acquisition
 of 278,328 shares of common stock  -                  -           -           -           -      ( 619,965)

Purchase of 11,500 shares of
 treasury stock                     -                  -           -           -           -      (  11,066)


Net income for the year             -                  -           -    (   654,510)       -           -


Unrealized (loss) on marketable
 securities                         -                  -           -           -        86,008         -

Retirement of treasury stock      (  278,328)    (  2,783)  (  617,182)        -           -      ( 619,965)

Balance - November 30, 2000        7,063,753      $70,638   $3,836,296  $10,300,693  ($ 64,846)   ($176,232)
</TABLE>

See Notes to Consolidated Financial Statements.

                                            -6-
<PAGE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
              CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30,
<CAPTION>
                                           2000          1999       1998

<S>                                     <C>        <C>          <C>
Cash Flows from Operating Activities:
  Net (loss) income                     ($ 654,510)($   291,099) $1,667,974
  Adjustments to reconcile net
    income to net cash provided by
    (used in) operating activities:
   Depreciation and amortization           372,881      344,198     342,131
   Amortization of bond discount           -              1,884       1,884
   (Gain) loss on sale of securities       119,877 (     10,914)      7,635
   (Increase) decrease in deferred
     income taxes                       (  343,495)(    118,366)(   291,878)
   Loss on abandonment of intangibles      -            418,612     -
   Decrease (increase) decrease in
     accounts receivable                 1,041,777      506,468 ( 3,946,727)
   Decrease (increase) in inventory        499,843    2,137,022 ( 3,044,784)
   (Increase) decrease in prepaid
     expenses and sundry receivables       497,836 (    505,698)(   141,278)
   (Increase) in prepaid income taxes
     and refunds due                    (   62,856)(    642,322)      -
   (Decrease) increase in accounts
     payable and accrued liabilities    (  640,053) ( 1,331,062)  1,206,302
   (Decrease) increase in income taxes
     payable                               -       (    600,720)    514,616
   (Increase) decrease in miscellaneous
     assets                             (      537)(        100)(     2,277)

   Decrease in net assets from
         discontinued operations           -            752,729       -

     Net Cash Provided by (Used in)
     Operating Activities                  830,763      660,632 ( 3,686,402)

Cash Flows from Investing Activities:
  Acquisition of property and
   equipment                            (  283,863)(    157,047)(   699,349)
  Acquisition of intangible assets      (  496,734)(    468,274)(   105,652)
  Purchase of available for sale
   securities                           (2,682,631) ( 1,744,204)( 2,298,993)
  Proceeds from sale of available for
   sales securities                      2,567,555    2,126,189   2,268,851
  Proceeds of money due from
   officers                                 36,433        7,332       1,500
  Purchase of treasury stock            (   74,375)(      9,557)(   137,640)

   Net Cash (Used in) Investing
     Activities                         (  933,615)(    245,561)(   971,283)

Cash Flows from Financing Activities:
  Proceeds from borrowings               3,900,000    4,050,000   1,950,000
  Payment on debt                       (3,800,000) ( 4,200,000)(   400,000)
  Proceeds from issuance of stock          -              -             200

   Net Cash Provided by (Used in)
       Financing Activities                100,000  (   150,000)  1,550,200

Net (Decrease) Increase In Cash         (    2,852)     265,071 ( 3,107,485)

Cash at Beginning of Year                  807,360      542,289   3,649,774

Cash at End of Year                     $  804,508   $  807,360 $   542,289
</TABLE>
See Notes to Consolidated Financial Statements.

                                 -7-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
               CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30,
<CAPTION>



                                           2000       1999         1998
<S>                                      <C>        <C>         <C>
Supplemental Disclosures of Cash
Flow Information:
  Cash paid during the year for:
   Interest                               $161,895   $  119,664 $    14,589
   Income taxes                             97,629    1,152,883   1,013,975














</TABLE>





See Notes to Consolidated Financial Statements.






                                 -8-
<PAGE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 CCA Industries, Inc. ("CCA") was incorporated in the State of Delaware
 on March 25, 1983.

 CCA manufactures and distributes health and beauty aid products.

 CCA has several wholly-owned subsidiaries (CCA Cosmetics, Inc., CCA
 Labs, Inc., Berdell, Inc., Nutra Care Corporation, and CCA Online
 Industries, Inc.), all of which are currently inactive.

 In March of 1998 CCA acquired 80% of the newly organized Fragrance
 Corporation of America, Ltd. which manufactures and distributes perfume
 products.  In 1999, the Company adopted a formal plan to discontinue the
 operations of the subsidiary.  As of the third quarter of 2000,
 virtually all residual costs of discontinuing the operations had been
 recognized.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles of Consolidation:

 The consolidated financial statements include the accounts of CCA and
 its majority-owned subsidiaries (collectively the "Company").  The
 minority interest in the discontinued consolidated subsidiary is no
 longer reflected in the financial statements.  All significant inter-
 company accounts and transactions have been eliminated.

 Use of Estimates:

 The consolidated financial statements include the use of estimates,
 which management believes are reasonable.  The process of preparing
 financial statements in conformity with generally accepted accounting
 principles requires the use of estimates and assumptions regarding
 certain types of assets, liabilities, revenues, and expenses.  Such
 estimates primarily relate to unsettled transactions and events as of
 the date of the financial statements.  Accordingly, upon settlement,
 actual results may differ from estimated amounts.

 Short-Term Investments and Marketable Securities:

 Short-term investments and marketable securities consist of corporate
 and government bonds and equity securities.  The Company has classified
 its investments as Available-for-Sale securities.  Accordingly, such
 investments are reported at fair market value, with the resultant
 unrealized gains and losses reported as a separate component of
 shareholders' equity.

 Statements of Cash Flows Disclosure:

 For purposes of the statement of cash flows, the Company considers all
 highly liquid instruments purchased with an original maturity of less
 than three months to be cash equivalents.

 During fiscal 1998 and 1999, two officers/shareholders exercised in the
 aggregate 70,000 and 100,000 options, respectively, in exchange for
 previously issued common stock of 16,470 and 25,000, respectively.  The
 common shares were put into treasury and were subsequently cancelled.


                                 -9-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Statements of Cash Flows Disclosure (Continued):

 During fiscal 2000, the Company repurchased 278,328 shares of common
 stock in exchange for the issuance of subordinated debentures totaling
 $556,656.  The total cost of the acquisition (including associated costs
 incurred of $63,309) was charged to capital upon its retirement.

 Inventories:

 Inventories are stated at the lower of cost (first-in, first-out) or
 market.

 Product returns are recorded in inventory when they are received at the
 lower of their original cost or market, as appropriate.  Obsolete
 inventory is written off and its value is removed from inventory at the
 time its obsolescence is determined.

 Property and Equipment and Depreciation and Amortization

 Property and equipment are stated at cost.  The Company charges to
 expense repairs and maintenance items, while major improvements and
 betterments are capitalized.  When the Company sells or otherwise
 disposes of property and equipment items, the cost and related
 accumulated depreciation are removed from the respective accounts and
 any gain or loss is included in earnings.

 Depreciation and amortization are provided on the straight-line method
 over the following estimated useful lives or lease terms of the assets:

   Machinery and equipment            7-10 Years
   Furniture and fixtures              5-7  Years
   Tools, dies and masters             2-7  Years
   Transportation equipment               7  Years
   Leasehold improvements             7-10 Years or life
     of lease, whichever is
     shorter

   Intangible Assets:

   Intangible assets are stated at cost.  Patents and trademarks are
   amortized on the straight-line method over a period of 17 years.

   Financial Instruments:

   The carrying value of assets and liabilities considered financial
   instruments approximate their respective fair value.

   Income Taxes:

   Income tax expense includes federal and state taxes currently payable
   and deferred taxes arising from temporary differences between income for
   financial reporting and income tax purposes.

   Tax Credits:

   Tax credits, when present, are accounted for using the flow-through
   method as a reduction of income taxes in the years utilized.

                                -10-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   Earnings Per Common Share:

   The Company adopted Statement of Financial Accounting Standards ("SFAS")
   No. 128, "Earnings Per Share" in 1998.  Basic earnings per share is
   calculated using the average number of shares of common stock
   outstanding during the year.  Diluted earnings per share is computed on
   the basis of the average number of common shares outstanding plus the
   effect of outstanding stock options using the "treasury stock method"
   and convertible debentures using the "if-converted" method.  Common
   stock equivalents consist of stock options.

   Revenue Recognition:

   The Company recognizes sales at the time of shipment.  Although no legal
   right of return exists between the customer and the Company, it is an
   industry-wide practice to accept returns from customers.  The Company,
   therefore, records a reserve for returns equal to its gross profit on
   its historical percentage of returns on its last five months sales.

   Reclassifications

   In 1999, the Company formalized a plan to discontinue the operations of
   FCA, terminated all FCA employees, closed its Chicago facility,
   abandoned the majority of its inventory and discontinued almost all of
   the marketing of its product line.  However, in 2000, after noting that
   there was still demand for the "Cherry Vanilla" and "Cloud Dance"
   perfumes, the Company decided to retain those product lines and
   purchased the trademarks owned by Shiara Holdings, Inc.  Therefore, in
   accordance with EITF 90-16, certain prior year amounts have been
   reclassified to conform to the 2000 presentation.

   Advertising Costs:

   The Company's policy for fiscal financial reporting is to charge
   advertising cost to operations as incurred



                                -11-
<PAGE>
             CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 - INVENTORIES

   At November 30, 2000 and 1999, inventories consist of the following:

                                       2000         1999

   Raw materials                    $3,667,757    $3,509,103
   Finished goods                    2,067,670     2,726,167
     $5,735,427                     $6,235,270

   At November 30, 2000 and 1999, the Company had a reserve for obsolete
   inventory of $1,050,714 and $1,056,789 respectively.

NOTE 4 - PROPERTY AND EQUIPMENT

   At November 30, 2000 and 1999, property and equipment consisted of the
   following:

                                        2000                    1999

   Machinery and equipment         $   323,233             $   299,528
   Furniture and equipment             922,386                 742,547
   Transportation equipment             10,918                  10,918
   Tools, dies, and masters          1,972,830               1,914,684
   Leasehold improvements              169,820                 147,647
                                     3,399,187               3,115,324
   Less:  Accumulated depreciation
                   and amortization  2,723,397               2,375,596

   Property and Equipment - Net    $   675,790             $   739,728


   Depreciation and amortization expense for the years ended November 30,
   2000, 1999 and 1998 amounted to $347,801, $283,982 and $318,715,
   respectively.

NOTE 5 - INTANGIBLE ASSETS

   Intangible assets consist of the following at November 30, 2000 and
    1999:
                                                    2000             1999

   Patents and trademarks                          $738,330        $241,596
   Less: Accumulated amortization                    96,920          71,840
   Intangible Assets - Net                         $641,410        $169,756

   Amortization expense for the years ended November 30, 2000, 1999 and
   1998 amounted to $25,080, $60,216 ($49,662 from discontinued operations)
   and $23,417 ($10,087 from discontinued operations), respectively.

   On October 26, 2000, the Company acquired certain trademarks.  See Note
   12.

                                -12-
<PAGE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES

   Short-term investments and marketable securities, which consist of stock
   and various corporate and government obligations, are stated at market
   value.  The Company has classified its investments as Available-for-Sale
   securities and considers as current assets those investments which will
   mature or are likely to be sold in the next fiscal year. The remaining
   investments are considered non-current assets.  The cost and market
   values of the investments at November 30, 2000 and 1999 were as follows:

                                         2000                   1999
   Current:                       COST     MARKET         COST         MARKET

   Corporate obligations      $  536,000 $  534,590    $  745,044  $  748,894
   Government obligations
     (including mortgage
       backed securities)      1,998,756  2,001,754       743,777     741,575


       Total                   2,534,756  2,536,344     1,488,821   1,490,469


   Non-Current:
   Corporate obligations           -          -           536,000     532,891
   Government obli-
     gations                     150,510    146,723       399,534     390,517
   Preferred stock               612,561    586,448       612,561     571,535
   Other equity
     investments                 148,465    111,930       414,177     314,827

       Total                     911,536    845,101     1,962,272   1,809,770

       Total                  $3,446,292 $3,381,445    $3,451,093  $3,300,239

  The market value at November 30, 2000 was $3,381,445 as compared to
  $3,300,239 at November 30, 1999.  The gross unrealized gains and losses as
  at November 30, 2000 and 1999 were $1,588 and ($66,435) for 2000 and $1,648
  and ($152,502) for 1999, respectively.  The cost and market values of the
  investments at November 30, 2000 were as follows:
                                -13-
<PAGE>
                            CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>


NOTE 6 -  SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED)


        COL. A                                        COL. B       COL. C      COL.D              COL.E
                                                                                             Amount at Which
                                                                                              Each Portfolio
                                                     Number of                Market         Of Equity Security
                                                  Units-Principal             Value of        Issues and Each
                                                     Amount of               Each Issue       Other Security
 Name of Issuer and            Maturity  Interest     Bonds and    Cost of   at Balance      Issue Is Carried
 Title of Each Issue            Date       Rate         Notes     Each Issue Sheet Date      In Balance Sheet

CORPORATE OBLIGATIONS:
<S>                           <C>         <C>           <C>        <C>        <C>                <C>
GMAC Smartnotes               10/15/01    5.950%        536,000    $536,000   $534,590            $534,590




</TABLE>








                                             -14-
<PAGE>


                            CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>

NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED)

              COL. A                                       COL. B       COL. C       COL. D        COL. E
                                                                                                Amount at Which
                                                                                                 Each Portfolio
                                                          Number of                  Market    Of Equity Security
                                                       Units-Principal              Value of    Issues and Each
                                                          Amount of                 Each Issue   Other Security
 Name of Issuer and            Maturity    Interest       Bonds and     Cost of   at Balance    Issue Is Carried
 Title of Each Issue           Date          Rate           Notes     Each Issue    Sheet Date  in Balance Sheet

GOVERNMENT OBLIGATIONS:
<S>                            <C>          <C>             <C>       <C>         <C>              <C>
FHLMC 1628-N                   12/15/2023    6.500%           50,000  $   32,498  $    32,119      $   32,119
FNMA 93-224-D                  11/25/2023    6.500           104,000      91,182       87,436          87,436
FNMA 92-2-N                     1/25/2024    6.500            52,000      26,830       27,168          27,168
US Treasury Note                  1/31/01    4.500           250,000     247,891      249,220         249,220
US Treasury Note                  5/15/01    5.625           200,000     202,075      199,500         199,500
US Treasury Note                  5/31/01    5.250           250,000     251,615      248,828         248,828
US Treasury Note                  9/30/01    5.625           250,000     249,767      248,907         248,907
US Treasury Bill                 12/21/00    5.940           189,000     186,323      188,301         188,301
US Treasury Bill                   2/1/01    6.140           104,000     102,461      102,902         102,902
US Treasury Bill                   2/8/01    6.150           274,000     269,979      270,811         270,811
US Treasury Bill                   1/4/01    6.075           250,000     246,220      248,535         248,535
US Treasury Bill                   4/5/01    6.040           250,000     242,425      244,750         244,750

                                                                       2,149,266    2,148,477       2,148,477

</TABLE>
                                             -15-
<PAGE>
                            CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 6 - SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED)

         COL. A                                          COL. B     COL. C       COL. D         COL. E
                                                                                             Amount at Which
                                                                                               Each Portfolio
                                                                                  Market     Of Equity Security
                                                                                 Value of     Issues and Each
                                  Next                                             Stock      Other Security
 Name of Issuer and               Call    Dividend      Number of   Cost of      at Balance   Issue Is Carried
 Title of Each Issue              Date     Rate           Shares      Stock      Sheet Date   in Balance Sheet

EQUITY:

Preferred Stock:
<S>                               <C>      <C>           <C>        <C>          <C>           <C>
 First Australia Prime Series I    Auct.    Variable      100,000   $   100,000  $   100,000   $   100,000

 Tennessee Valley Authority
    (QIDS) Qtrly Income Debt
    Secs - Matures 3/31/2045     3/31/01        8.00%      13,600       362,561      347,698       347,698


    Merrill Lynch Trust          9/30/08        7.28%       6,000       150,000      138,750       138,750

Other Equity Investments:

  Dreyfus Premier Limited
    Term High Income CL B                                               148,465      111,930       111,930

                                                                        761,026      698,378       698,378

                                                                     $3,446,292   $3,381,445    $3,381,445
</TABLE>
                                                         -16-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 -  SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (Continued)

  During the years ended November 30, 2000, 1999 and 1998,  available-for-
  sale securities were liquidated and proceeds amounting to $2,567,555,
  2,129,957 and $2,268,851 were received, with resultant realized gains
  (losses) totaling ($119,877), $10,914 and $7,635, respectively.  Cost of
  available-for-sale securities includes unamortized premium or discount.

NOTE 7 - NOTES PAYABLE AND SUBORDINATED DEBENTURES

  The Company has an available line of credit of $7,000,000.  Interest is
  calculated on the outstanding balance at prime minus 1% or Libor plus 150
  basis points.  The line of credit is collateralized by all the Company's
  assets.  As of November 30, 2000 and 1999, the Company was utilizing
  $1,500,000 and $1,400,000, respectively, of its available line.  The
  interest rate charged at November 30, 2000 was 8 1/2%.

  On August 1, 2000, the Company repurchased (pursuant to a tender offer)
  278,328 shares of its outstanding common stock by issuing subordinated
  debentures equal to $2 per share, which accrue interest at 6% and are due
  to mature on August 1, 2005.  The interest is payable semi-annually.

NOTE 8 - INCOME TAXES

  CCA and its subsidiaries file a consolidated federal income tax return.
  No returns have been examined by the Internal Revenue Service.

  At November 30, 2000 and 1999, respectively, the Company has temporary
  differences arising from the following:
                                         November 30, 2000
                                                             Classified As
                                                Deferred    Short-    Long-
       Type                         Amount        Tax        Term     Term
                                                           Asset (Liability)

   Depreciation                  $    86,741 $   34,517  $  -       $34,517
  Reserve for bad debts              323,257    128,634    128,634     -
  Reserve for returns              1,056,167    420,280    420,280     -
  Reserve for obsolete
    inventory                      1,050,714    418,110    418,110     -

  Section 263A costs                 235,609     93,756     93,756     -

  Charitable contributions           254,492    101,270    101,270     -
  Deferred tax benefit
    from discontinued
    operations                     1,204,950    367,472    367,472     -

  Net deferred income
    tax                                      $1,564,039 $1,529,522  $34,517

                                  -17-
<PAGE>

               CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 8 - INCOME TAXES (Continued)

                                         November 30, 1999

                                                              Classified As
                                             Deferred      Short-     Long-
       Type                    Amount          Tax          Term      Term
                                                              Asset (Liability)

  Depreciation             $   105,625     $    42,031  $      -      $42,031
  Reserve for bad debts        327,920         128,802      128,802      -
  Reserve for returns          855,846         333,481      333,481      -
  Reserve for obsolete
    inventory                  972,537         387,001      387,001      -
  Section 263A costs           252,609         100,405      100,405      -
  Deferred tax benefit
    from discontinued
    operations               1,167,883         105,109      105,109      -
  Charitable contributions     310,895         123,715      123,715      -

  Net deferred income
     tax                                    $1,220,544   $1,178,513   $42,031

  Income tax expense (benefit) is made up of the following components:

                                         November 30, 2000
                                             State &
                              Federal         Local        Total

   Current tax benefit       ($229,509)      ($35,097)    ($264,606)
   Deferred tax benefit      (  54,416)      (  8,889)    (  63,305)
                             ($283,925)      ($43,986)    ($327,911)















                                -18-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 8 - INCOME TAXES (Continued)

                                        November 30, 1999
                                              State &
                              Federal          Local        Total

   Current tax expense       $438,605        $131,664      $570,269
   Deferred tax expense     ( 237,345)      (  31,413)   (  268,758)
                             $201,260        $100,251      $301,511

                                        November 30, 1998
                                            State &
                              Federal        Local           Total

   Current tax expense      $1,136,235     $348,574       $1,484,809
   Tax credits             (    28,730)        -         (    28,730)
   Deferred tax expense    (   228,328)   (  63,550)     (   291,878)

                            $  879,177     $285,024       $1,164,201


   Prepaid income taxes and refund due are made up of the following
   components:
                                             State &
                               Federal        Local         Total

   November 30, 2000          $599,564      $178,127      $777,691

   November 30, 1999          $666,524     $  48,311      $714,835








                                -19-
<PAGE>
                           CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 8 - INCOME TAXES (Continued)


 A reconciliation of income tax expense computed at the statutory rate to income tax expense at the
effective rate for each of the three years ended November 30, 2000 is as follows:

                                             2000                           1999                    1998
                                                    Percent                       Percent                      Percent
                                                   Of Pretax                      of Pretax                   of Pretax
                                     Amount         Income          Amount         Income      Amount          Income
<S>                                <C>            <C>             <C>           <C>          <C>              <C>
 Income tax expense at
   statutory rate                  ($334,023)       (34.00%)        $276,765       34.00%    $   962,939        34.00%
 Increases (decreases) in taxes
   resulting from:
    State income taxes, net of federal
      income tax benefit           (  58,355)      (  5.94)           51,333        6.31         179,068         6.32

     Non-deductible expenses and
      other adjustments               64,467          6.56         (  26,587)    (  3.27 )        50,924         1.79

    Utilization of tax credits          -              -                -            -       (    28,730)      ( 1.00 )

 Income tax expense at
   effective rate                  ($327,911)       (33.38%)        $301,511       37.04%     $1,164,201        41.11%
</TABLE>
                                             -20-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 -  STOCK OPTIONS

  On November 15, 1984, the Company authorized the granting of incentive
  stock options as well as non-qualified options.  The plan was amended in
  1986 and again in 1994.  The following summarizes the stock options
  outstanding under these plans as of November 30, 2000:

                                  Number        Per Share
                                    Of           Option
         Date Granted             Shares          Price         Expiration


   December 1987                   17,000          .50              2002
   January 1988                   342,500          .55              2002
   March 1989 (1)                 200,000          .75              2004
   January 1990 (2)               200,000          .63              2005
   June 1995 (3)                   50,000         1.50(4)           2005
   August 1997                    375,000         1.50(5)           2007
                                1,184,500

   (1) These options were originally scheduled to expire March 1999 but
   were extended for an additional five years.

   (2) These options were originally scheduled to expire January 2000 but
   were extended for an additional five years.

   (3) These options were originally scheduled to expire June 2000 but were
   extended for an additional five years.

   (4) These stock options were repriced from $4.50 to $1.50 in June 0f
   2000 when they were extended.

   (5) These stock options were repriced from $2.50 on November 3, 1998.
   The following summarizes the activity of shares under option for the two
   years ended November 30, 2000:

                                   Number        Per Share
                                    Of            Option
                                   Shares         Price         Value

   Balance - November 30,
     1998                         1,284,500    $.50 - $4.50    $1,310,750
     Granted                          -             -               -
     Repriced                         -             -               -
     Exercised                  (   100,000)    .50 -  4.50   (    51,375)
     Expired                          -             -               -
     Cancelled                        -             -               -
   Balance - November 30,
     1999                         1,184,500    $.50 - $4.50     $1,259,375
     Granted                          -             -               -
     Repriced                         -       (        3.00)  (    150,000)
     Exercised                        -             -               -
     Expired                          -             -               -
     Cancelled                        -             -               -
   Balance - November 30,
     2000                         1,184,500    $.50 - $1.50     $1,109,371

   In 1998 and 1999, two shareholders/officers exercised 70,000 and 100,000
   stock options to purchase an equal number of shares of stock,
   respectively.  The exercise of the options were paid for by the return
   of 16,470 and 25,000 shares of the Company's stock, respectively.
                                -21-
<PAGE>

                            CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
NOTE 9 - STOCK OPTIONS (Continued)

   Pro Forma Disclosure

   The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards
   No. 123, "Accounting for Stock Based Compensation", issued in October 1995.  Accordingly, compensation
   cost has been recorded based on the intrinsic value of the option only.  The Company recognized no
   compensation cost in 1999 and 1998, respectively, for stock-based employee compensation awards.  The
   pro forma compensation cost for stock-based employee compensation awards was $.8 million, $1.3 million
   and $1.2 million in 2000, 1999 and 1998, respectively.  If the Company had elected to recognize
   compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS
   No. 123, net income and earnings per share would have been changed to the pro forma amounts indicated
   in the table below:
<S>                                 <C>          <C>           <C>            <C>            <C>            <C>
                                              2000                        1999                          1998
                                    As Reported   Pro Forma    As Reported     Pro Forma     As Reported    Pro Forma
   Net income                        ($654,510)  ($1,447,726)   ($291,099)    ($1,606,582)    $1,660,375     $471,352

   Diluted earnings per share            ($.09)        ($.20)       ($.04)          ($.22)          $.21         $.06

   The above pro forma amounts, for purposes of SFAS No. 123, reflect the portion of the estimated fair
   value of awards earned in 2000, 1999 and 1998.  For purposes of pro forma disclosures, the estimated
   fair value of the options is amortized over the options' vesting period (for stock options).  The
   effects on pro forma disclosures of applying SFAS 123 are not likely to be representative of the
   effects on pro forma disclosures of future years.

</TABLE>

                                             -22-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9 - STOCK OPTIONS

   The Company used the Black-Scholes model to value stock options for pro
   forma presentation.  The assumptions used to estimate the value of the
   options included in the pro forma amounts and the weighted average
   estimated fair value of options granted are as follows:

                                          Stock Option Plan Shares
                                         2000       1999      1998

   Average expected life (years)          3.76       3.78     4.64
   Expected volatility                  193.18%    213.55%  214.39%

   Risk-free interest rate                 6.3%       5.6%     5.6%

   Weighted average fair value
     at grant - Exercise price
     equal to market price                $.66      $1.20    $1.29


   The Black-Scholes option valuation model was developed for use in
   estimating the fair value of traded options which have no vesting
   restrictions and are fully transferable.  In addition, the Black-Scholes
   model requires the input of highly subjective assumptions, including the
   expected stock price volatility and option life.  Because the Company's
   stock options granted to employees have characteristics significantly
   different from those of traded options, and because changes in the
   subjective input assumptions can materially affect the fair value
   estimate, in management's opinion, existing models do not necessarily
   provide a reliable measure of the fair value of its stock options
   granted to employees.  For purposes of this model, no dividends have
   been assumed.








                                -23-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - ACCRUED EXPENSES AND OTHER ACCOUNTS PAYABLE

   The following items which exceeded 5% of total current liabilities are
   included in accounts payable and accrued liabilities as of:

                                            November 30,
                                          2000       1999
                                          (In Thousands)

   Media advertising                     $    *     $  560
   Coop advertising                         242          *
   Accrued returns                          983        630
                                         $1,225     $1,190

   All other liabilities were for trade payables or individually did not
   exceed 5% of total current liabilities.

   * under 5%

NOTE 11 - OTHER INCOME

   Other income was comprised of the following:

                                               November 30,
                                         2000      1999       1998

   Interest income                     $222,459  $213,335   $286,805
   Dividend income                       42,461    50,657     16,963
   Realized gain on sale of
     available-for-sale
     securities                           6,262    11,211      7,635
   Realized (loss) on sale of
     available-for-sale
     securities                       ( 126,139) (    297)      -
   Royalty income                        37,500      -          -
   Miscellaneous                          3,741    10,563      6,893

                                       $186,284  $285,469   $318,296


                                -24-
<PAGE>

                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS AND CONTINGENCIES

   Leases

   The Company leases approximately 62,500 square feet of office and
   warehouse space at an annual rental of $267,684 plus CAM charges.  This
   lease on the Company's premises expires March 31, 2005, but has a
   renewal option for an additional five years.  The Company leases an
   additional 51,000 square feet of warehouse space in Paterson, NJ on a
   net lease basis at a rental of approximately $13,000 per month, which
   matures May 31, 2001.  The Company extended the lease through May 31,
   2002 at a monthly cost of approximately $15,000.

   The Company has entered into various operating leases with expiration
   dates ranging through October 2003.

   Rent expense for the years ended November 30, 2000, 1999 and 1998 was
   $498,227, $449,051 and $588,083,  respectively.

   Future commitments under noncancellable operating lease agreements for
   each of the next five (5) years and in the aggregate are as follows:

   Year Ending
   November 30,

       2001                                    $   411,964
       2002                                        299,191
       2003                                        278,272
       2004                                        267,684
       2005                                         90,428

          Total                                 $1,347,539

   Royalty Agreements

   On March 3, 1986, the Company entered into a License Agreement (the
   "Agreement") with Alleghany Pharmacal Corporation ("Alleghany") under
   the terms of which the Company was granted the exclusive right to use
   the licensed products and trademarks for the manufacture and
   distribution of the products subject to the license.  Under the terms
   of the Agreement, on July 5, 1986, the Company paid to Alleghany a non-
   refundable advance payment of $1,015,000.  The license runs for an
   indeterminate period.  An additional $525,000 non-refundable advance
   payment was paid to Alleghany on July 5, 1987.

                                -25-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

   From the period March 3, 1986 to June 3, 1986, the Company was required
   to pay a 7% royalty on all net sales.  Thereafter, it is required to pay
   a 6% royalty on net sales but no less than $360,000 per annum to
   maintain its license.  After the sum of $9,000,000 in royalties has been
   paid to Alleghany, the royalty is reduced to 1% of net sales.  The
   Company has expanded the lines licensed from Alleghany and pays only 1%
   royalty on various new products created by the Company.  As of November
   30, 2000, $7,451,454 of royalties have been paid or accrued and only
   $1,548,546 still remains until the $9,000,000 level is reached.

   In March 1998, the Company entered into a License Agreement with Shiara
   Holdings, Inc., pursuant to which the Company acquired exclusive license
   to use the trademark names used by Fragrance Corporation of America,
   Ltd. (FCA).  The Shiara-Holdings, Inc. license requires the Company to
   pay royalties of 5% per annum on net sales of all products sold under
   the "Cherry Vanilla", "Mandarin Vanilla", and "Cloud Dance" trademarks
   until royalties totaling $2,000,000 are paid, and royalties of one-half
   of 1% thereafter.  (No royalties are payable in respect of sales of
   products under these Shiara license trademarks: "Vision", "Sunset Cafe",
   and "Amber Musk".)  A minimum of $100,000 was required to be paid for
   the period from commencement (April 1998) through June 1999, and a
   minimum of $150,000 for each subsequent twelve-month period, in order
   to retain the exclusive license-rights.

   On October 26, 2000, the Company purchased the Trademarks of Shiara
   Holding, Inc. for $450,000.  Effectively, any future royalties which
   would have been payable under the FCA License agreements above were
   cancelled. See Note 5.

   In May of 1998, the Company entered into a License Agreement with Solar
   Sense, Inc. for the marketing of sun care products under trademark
   names.  The Company's License Agreement with Solar Sense, Inc. is for
   the exclusive use of the trademark names "Solar Sense" and "Kids Sense",
   in connection with the commercial exploitation of sun care products that
   the Company only recently commenced marketing.  The Company will pay a
   5% royalty until a total of $1 million of royalties have been paid and
   1%, thereafter.  If minimum royalties of $30,000 do not result, the
   license may be terminated unless the Company chooses to pay the
   "difference" between realized royalties and $30,000.








                                -26-
<PAGE>

                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

   The Company has entered into various other License Agreements, none of
   which materially affect the Company's sales, financial results,
   financial condition, or should materially affect its future results of
   operations.

   Employment Contracts

   During fiscal 1994, the Board of Directors approved 10-year employment
   contracts for two officers/shareholders.  Pursuant thereto, each was
   provided a base salary of $300,000 in fiscal 1994, with a year-to-year
   CPI or 6% increment, and each is paid 2 1/2% of the Company's pre-tax
   income, less depreciation and amortization, plus 20% of the base salary,
   as bonus.   During 1998 the contracts were amended, commencing in fiscal
   1999, to limit the amount of advertising expense charged against pre-tax
   income for purposes of the 2 1/2% calculation to $8,000,000.

   Collective Bargaining Agreement

   On December 1, 1998, the Company signed a collective bargaining
   agreement with Local 734, L.I.U. of N.A., AFL-CIO.  Other than standard
   wage, holiday, vacation and sick day provisions, the agreement calls for
   CCA  to provide certain medical and dental benefits and to contribute
   to the Local 734 Educational Fund $.01 per hour for each hour the
   employees are paid.  The agreement expires on November 30, 2001.

   Litigation

   There are various matters in litigation that arose out of the normal
   operations of the Company which, in the opinion of management, will not
   have a material adverse effect on the financial condition of the
   Company.

   The Company is a defendant in an action pending in the United States
   District Court for the District of New Jersey.  The suit claims damages
   of $450,000 for the alleged sale of defective merchandise for which the
   Company was paid approximately $170,000.  Outside counsel has advised
   that at this stage in the proceedings they cannot offer an opinion as
   to the probable outcome.  The Company believes the suit is without merit
   and intends to vigorously defend its position.

NOTE 13 - PENSION PLANS

   The Company has adopted a 401(K) Profit Sharing Plan that covers most
   of their non-union employees with over one year of service and attained
   Age 21.  Employees may make salary reduction contributions up to twenty-
   five percent of compensation not to exceed $10,500 and may make
   additional discretionary contributions.  The Plan provides for partial
   vesting after two years and full vesting after six years of service for
   all earnings and losses. The Company is not obligated to, nor has it
   matched any of the employees' contributions.











                                -27-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RELATED PARTY TRANSACTIONS

   The Company has retained the law firm of Berman & Murray as its general
   counsel.  Ira W. Berman, a former member of the firm, is the Secretary,
   Chairman of the Board and a principal shareholder of the Company.

   The Company has outstanding loans of $21,485 from its Vice President in
   charge of Sales; which was made to aid him in obtaining a first mortgage
   on his home.  The loan is secured by a second mortgage and carries an
   interest rate at 1% over prime.  Interest is payable semi-annually.  The
   Vice President is the son of Mr. David Edell, the President of the
   Company.

NOTE 15 - CONCENTRATION OF RISK

   All of the Company's products are sold to major drug and food chains
   merchandisers, and wholesale beauty-aids distributors throughout the
   United States and Canada.

   During the years ended November 30, 2000, 1999 and 1998, certain
   customers each accounted for more than 5% of the Company's net sales,
   as follows:

   Customer                     2000       1999        1998

       A                         26%        27%         29%
       B                         13         11           9
       C                          6          5           7
       D                          6          6           6
       E                          6          5           5
       F                          6          8           7

   Foreign Sales               2.50%      4.50%       5.00%

   The loss of any one of these customers could have a material adverse
   affect on the Company's earnings and financial position.

   During the years November 30, 2000, 1999 and 1998, certain products
   accounted for more than 10% of the Company's net sales as follows:

   Product                     2000       1999         1998

   Plus+White                   36%        36%          22%
   Sudden Change                19         20           17
   Hair-Off                     *          10           *
   NutraNail                    14         10           *
   Bikini Zone                  10         *            *

   * under 10%











                                -28-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15 - CONCENTRATION OF RISK

   The Company maintains cash balances at several banks.  Accounts at each
   institution are insured by the Federal Deposit Insurance Corporation up
   to $100,000.  In addition, the Company maintains accounts with several
   brokerage firms.  The accounts contain cash and securities.  Balances
   are insured up to $500,000 (with a limit of $100,000 for cash) by the
   Securities Investor Protection Corporation.

NOTE 16 - SPECIAL CHARGE

   During the fourth quarter of 2000, the Company contacted its accounts
   and instructed them to return its "Permathene" and "Mega 16" products,
   which contain phenylpropanolimine ("PPA"), as a result of a general FDA
   health-warning concerning PPA (a key ingredient in numerous cold-
   remedies and appetite suppressants, which had been "on the market" for
   some 50 years).  The Company's revenues from sales of those now
   discontinued products, in fiscal 2000, were approximately $2,500,000
   (6.5% of sales).

   In conjunction with the recall, the Company expects to incur $1,500,000
   in costs ($255,000 for inventory on hand and $1,245,000 for returns,
   allowances, and other costs related to the recall.  As of November 30,
   2000, there had been approximately $150,000 in returns and the Company
   provided for approximately another $1,100,000 of anticipated costs.















                                -29-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - DISCONTINUED OPERATIONS

   On March 19, 1998, the Company formed a majority-owned subsidiary,
   Fragrance Corporation of America, Ltd. (FCA).  FCA is primarily engaged
   in the manufacture and distribution of perfume products.  The results
   of operations of FCA is included in the accompanying financial
   statements since the date of inception.

   CCA advanced FCA approximately $3,000,000 during fiscal 1998 for working
   capital and the initial purchase of the existing inventory of Shiara,
   Inc. in the amount of $1,141,711.  In conjunction with the purchase of
   inventory, FCA entered into a license agreement with Shiara Holdings,
   Inc. for the right to sell the products acquired.  Former accounts of
   Shiara have attempted to offset obligations due to FCA as a result of
   Shiara's obligations which FCA did not assume.  An agreement was entered
   into in February 1999 between Shiara Holdings, Inc. and FCA whereby all
   royalties due as of February 1, 1999 were deemed off-set by these
   contingent holdbacks.

   Net sales of perfume products were approximately $3,700,000 during
   fiscal 1998, but decreased to $2,100,000  in fiscal 1999.  In February
   of 1999, employment agreements with FCA's minority shareholders
   (included in the 1998 Shareholders Agreement) were replaced by short-
   term consulting agreements, which were terminated in October of 1999.
   Contemporaneously, the Company formalized a plan to discontinue the
   operations of FCA, terminated all FCA employees, closed its Chicago
   facility, abandoned the majority of its inventory, and discontinued the
   marketing of all of its products except "Cherry Vanilla" and "Cloud
   Dance." (See "License Agreement-Shiara")   The marketing of those
   perfumes has been assumed by CCA.

   In 1999, the Company credited FCA with the tax benefit to be received
   from the loss incurred by it.  This resulted in reducing the intercompany
   advances from approximately $3 million to approximately $2.15 million.
   However, in 2000, after noting that there was still a demand for the
   "Cherry Vanilla and "Cloud Dance" perfumes the Company decided to retain
   those product lines and purchased the trademarks owned by Shiara
   Holdings, Inc.  Therefore, in accordance with EITF 90-16, the only items
   presented as a "Loss from Discontinued Operations" are those assets
   which were abandoned or deemed worthless.  (See Item 7, Management's
   Discussion And Analysis of Financial Condition And Results of
   Operations, and the Financial Statements and Notes included  in Item
   14.)





                                -30-
<PAGE>
                            CCA INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
NOTE 18 - EARNINGS PER SHARE

        Basic earnings per share is calculated using the average number of common shares outstanding.  Diluted
        earnings per share is computed on the basis of the average number of common shares outstanding plus the
        effect of outstanding stock options using the "treasury stock method".

                                                                   Year Ended November 30,

                                                            2000           1999            1998
<S>                                                      <C>            <C>            <C>
   Net (loss) income available for common
     shareholders, basic and diluted                      ($654,510)     ($291,099)     $1,660,375

   Weighted average common stock
     outstanding- Basic                                   7,153,013       7,174,203      7,243,956

   Net effect of dilutive stock options                      *              486,593        831,213

   Weighted average common stock and
     common stock equivalents - Diluted                   7,153,013       7,660,796      8,075,169

   Basic earnings per share                                  ($.09)          ($.04)      $     .23

   Diluted earnings per share                                ($.09)          ($.04)      $     .21

   *Antidilutive




</TABLE>


                                             -31-
<PAGE>
                                          SCHEDULE II


              CCA INDUSTRIES, INC. AND SUBSIDIARIES

                        VALUATION ACCOUNTS

           YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998



   COL. A                            COL. B      COL. C     COL. D     COL. E


                                               Additions
                                   Balance at  Charged To              Balance
                                   Beginning   Costs and               At End
  Description                       Of Year    Expenses   Deductions   Of Year

Year Ended November 30, 2000:
Allowance for doubtful accounts   $  327,919  $  249,279  $  253,941 $  323,257

Reserve for returns               $  855,657  $4,758,078  $4,557,568 $1,056,167

Reserve for inventory
 obsolescence                     $1,056,709  $  839,702  $  845,777 $1,050,714

Year ended November 30, 1999:
Allowance for doubtful accounts   $  273,982  $  115,569  $   61,632 $  327,919

Reserve for returns               $1,044,203  $4,866,293  $5,054,839 $  855,657

Reserve for inventory
  obsolescence                    $  836,805  $  380,454  $  160,470 $1,056,789

Year ended November 30, 1998:
Allowance for doubtful accounts   $  120,131  $  201,630  $   47,779 $  273,982

Reserve for returns               $  544,194  $3,455,118  $2,955,109 $1,044,203

Reserve for inventory
  obsolescence                    $  860,417  $   61,113  $  172,664 $  748,866











<PAGE>