CCA10K97


                       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, 1997          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    .

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 ].

<PAGE>

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 bid and asked prices, at February 6, 1998, was as 
follows:


Class of Voting Stock               Market Value

5,636,721 shares; Common          Bid          Asked
Stock, $.01 par value          $13,387,212  $14,091,803          



     At February 6, 1998 there were an aggregate of 7,259,581 shares of Common
Stock and Class A Common Stock of the Registrant outstanding.




























<PAGE>

                                      -ii-
                              CROSS REFERENCE SHEET


                                   Headings in this Form
Form 10-K                          10-K for Year Ended
Item No.                           November 30, 1997    


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

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

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



<PAGE>                                      
                                      -iii-
                                   Headings in this Form
Form 10-K                          10-K for Year Ended
Item No.                           November 30, 1997    



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










































<PAGE>
                                      -iv-
                                TABLE OF CONTENTS


         ITEM                                          PAGE

PART I

     1. Business........................................ 1  
     
     2. Property........................................ 4                
     3. Legal Proceedings............................... 4                      
            
     4. Submission of Matters to a
        Vote of Security Holders........................ 5

PART II

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

     6. Selected Financial Data......................... 7
     7. Management's Discussion and Analysis
        of Financial Condition and Results
        of Operations................................... 8

     8. Financial Statements and                        
        Supplementary Data.............................. 11

     9. Changes In and Disagreements                   
        with Accountants On Accounting.................. 11
        and Financial Disclosure

PART III

     10. Directors and Executive Officers............... 12
       
     11. Executive Compensation......................... 14
       
     12. Security Ownership of Certain
         Beneficial Owners and Management............... 20

     13. Certain Relationships and Related             
         Transactions................................... 22

PART IV

     14. Exhibits, Financial Statement                 
         Schedules, and Reports on Form 8-K (Restated).. 23



<PAGE>                                       
                                       -v-
                                     PART I


Item 1. BUSINESS

  (a) General

     CCA INDUSTRIES, INC. (hereinafter, the "Company") was incorporated in
Delaware on March 25, 1983.

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

     The Company owns (or owns license to use) registered trademarks for all of
its brand-name products.  Thus, its nail treatment products are sold under the
trademarked names "Nutra Nail" and "Nutra 60"; hair treatment products are sold
under the names "Pro Perm," "Wash 'n Curl," "Wash n Tint" and "Wash 'n 
Straight"; depilatory products under the name "Hair Off"; skin care products 
under the name "Sudden Change"; oral health-care products under the name 
"Plus+White"; and dietary products under the names "Eat 'n Lose," "Hungrex 
Plus" and "Permathene."
     
     A substantial number of the Company's products are sold under exclusive
license agreements.  (See "Business-License Agreements")  All of the licensed
products and the Company's "wholly-owned" products, are sold to major drug and
food chains, mass merchandisers, and wholesale beauty-aids distributors 
throughout the United States and Canada.  Foreign sales accounted for 
approximately 5.34% of sales.

     Including the principal members of management (see Directors and Executive
Officers), the Company, at November 30, 1997, had 132 sales, administrative,
creative, accounting, receiving, and warehouse personnel in its employ.

  (b) Manufacturing and Shipping

     The Company manufactures its hot-wax depilatory 'in house.' Otherwise, 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.


<PAGE>

  (c) Marketing

     The Company markets its products through an in-house sales force of
employees, and independent sales representatives throughout the United States. 
Major drug, food and mass-merchandise retail chains, and leading wholesalers, 
are the primary focus of the overall sales effort.

     The Company sells its products to approximately 600 accounts, most of 
which have numerous outlets.  (The Company estimates that at least one of its 
brands is sold in approximately 40,000 stores.)  During the fiscal year ended 
November 30, 1997, the Company's two largest customers accounted for 
approximately 25% (WalMart) and 12% (Walgreen) of the Company's sales revenues.
(None other accounted for as much as 10%.)  The loss of any of these principal 
customers could materially and negatively effect the Company's earnings.

     Sales of the Company's products are not seasonally dependent. 
Nevertheless, certain products are sensitive to seasonal trends.  For example, 
sales of depilatories and diet aids, customarily, are considerably stronger in 
spring and summer 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.  Actual production of displays, brochures, layouts and 
the like is accomplished through contract suppliers.

  (d) License Agreements

     On March 3, 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 subject products, and to use their 
trademarks: "Nutra Nail," "Nutra 60," "Pro Perm," "Hair Off," "Permathane", 
"Hungrex Plus," and "IPR 3."

     The Alleghany Pharmacal License requires the Company to pay royalties of 
6% per annum on net sales of nail-enamel products sold under the "Nutra Nail"
trademark, hair-care products ("Pro-Perm") and dietary products ("Permathane,"
"Hungrex Plus" and "IPR 3"), and a 1% royalty for nail-enamel products sold 
under the name "Nutra 60," and for the mitten product sold for use in 
connection with the "Hair-Off" line of depilatory products.

     The Company is required to pay not less than $360,000 per annum in order 
to maintain the Alleghany Pharmacal License rights.   (Royalties have always 
exceeded the minimum; but, if they did not, the Company would be entitled to 
maintain the license rights by electing to pay the 'difference.'  At the same 

<PAGE>

time, the Company would not be required to pay any fee in excess of actual 
royalties if sales did not yield 'minimum royalties' and the Company chose 
in such circumstance to concede the 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%.  As at November 
30, 1997, the Company had paid or accrued $5,671,760 in royalty payments.

     The products subject of the Alleghany-Pharmacal License accounted for
approximately 29.2% of sales in the fiscal year ended November 30, 1997.

     The Company has entered into various other license agreements, none of 
     which has had material impact upon the Company's sales or financial 
     results.

     The overwhelming majority of sales revenues other than those realized in
respect of Alleghany-Pharmacal License products are from sales of the Company's
own, 'wholly owned' products (e.g., Plus+White, Sudden Change, Wash-n-Curl and
others).

  (e) Advertising

     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 has attraction for 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.

  (f) Trademarks

     The Company owns, or owns licensed-use of numerous trademarks for 
health-and-beauty aids products, which serve to identify the products and the 
Company's proprietary interests, for and in respect of domestic and 
international sales. The Company considers these marks to be valuable assets, 
but there can be no assurance that trademark registration results, or will 
result, in 'enforceable' marketplace advantages.

  (g) Competition
                                3
<PAGE>

     The market for cosmetics, health-and-beauty aids, fragrances, and patent
medicines is characterized by vigorous competition among producers, many of 
which have substantially greater financial, technological and marketing 
resources than the Company.  Competitors such as Revlon, L'Oreal, Colgate, 
Del Laboratories, Unilever, and Procter & Gamble, have Fortune 500 or like 
status, and public recognition of their products is immediate and 'universal.'  
Moreover, the Company and its products compete with a large number of 
manufacturers and distributors of lesser renown that may also have greater 
resources than the Company.

  (h) Government Regulation

     All of the products that the Company markets, or which the Company may
develop and plan for the market, 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 regulation or future regulation were 
to require particular regulatory approvals, the Company would attempt to obtain 
necessary approvals and/or licenses, assuming reasonable and sufficient market 
expectations for the regulated product(s) or planned product(s), but there 
can be no assurance, in the absence of particular circumstances, that any 
license requirements will result in approvals and issuance of licenses.  In 
the event such license-requirement circumstances should arise, delays inherent 
in any application-and-approval process could have a material adverse affect 
upon any subject operations or plan of 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 $259,284.  The lease expires on March 31, 2001,
but the Company has a five-year renewal option.

     The Company leases an additional 30,000 square feet of warehouse space in
Paterson, New Jersey, on a net lease basis, for $6,875 a month.  That lease
expires on September 30, 1998.


Item 3. LEGAL PROCEEDINGS

                                 4
<PAGE>

     The Company is not engaged in any material litigation, but is involved in
various legal proceedings in the ordinary course of its business activities.

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


     On July 15, 1997, the Company held its annual meeting of shareholders.  At
the meeting, 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.) As proposed by the Board, Sidney Dworkin, Dunnan Edell and Rami 
Abada were elected as directors by the holders of the Common Stock, with 
3,726,000 votes 'for' the slate and 161,473 votes withheld.  Also, the Board's 
appointment of Sheft Kahn & Company LLP as the Company's independent certified 
public accountants for the 1997 fiscal year was approved, with 4,985,930 votes 
for and a total of 41,473 against or abstaining.

     The Company has not submitted any matter to a vote of security holders 
since the 1997 Annual Meeting.




                                     PART II


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


     The Company's Common Stock is traded on NASDAQ.  The range of high and low
bids during each quarter of the 1996 and 1997 fiscal years is as follows:


Quarter Ended                 1997                      1996 

February 28              3 3/8 - 2 1/16           2 1/2 - 1 1/16
May 31                   3 9/16 - 2 1/8           3 11/16 - 2 1/4 
August 31                3 3/8 - 2 9/16           5 1/8   - 3
November 30              3 5/8 - 2 3/8            3 1/16  - 2


     The published market value of the Common Stock as at February 6, 1998 was
2.438 high bid, and 2.5 low asked.

     The only unregistered securities sold by the Company during the 1997 

                                  5
<PAGE>
fiscal year resulted from sales of Common Stock effected upon exercises of 
Stock Options previously issued pursuant to the Company's Stock Option Plans 
(see, "Executive Compensation"), as follows:

                                   Number         Per Share
   Date        Purchaser          of Shares     Consideration

Dec. 1996      David Edell         30,000          $ .50   
Dec. 1996      Ira W. Berman       30,000            .50    


     Each of the Purchasers is a director and/or officer.  (See, "Directors And
Executive Officers")  The registration exemption relied upon is that afforded 
by Section 4(2)  of the Securities Act of 1933.

     As at February 6, 1998, there were approximately 350 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 1000 additional shareholders.)

     The Company has never paid any Common Stock dividend.

















                                   6

<PAGE>
Item 6. SELECTED FINANCIAL DATA
<TABLE>                 
<CAPTION>

                                                         Year Ended November 30,
                                   1997             1996         1995          1994             1993        
                               (Restated)        (Restated)   (Restated)     (Restated)     (Restated)
<S>                         <C>               <C>           <C>            <C>            <C>
Statement of Income          
  Sales                       $ 37,708,922       $39,469,098 $36,849,803    $47,311,591    $43,973,633

  Other income                     293,953           235,925     316,928        357,080        367,248

                                38,002,875        39,705,023  37,166,731     47,668,671     44,340,881
                                                                                        
Costs and Expenses              34,730,052        37,790,397  39,397,255     42,956,794     40,020,477

Income (Loss) Before 
  Provision for Income 
  Taxes                          3,272,823         1,914,626 ( 2,230,524)     4,711,877      4,320,404

Net Income (Loss)                2,031,494         1,051,334 ( 1,354,584)     2,846,750      2,605,818
                                                                                        
Earnings Per Share:
  Net Income (Loss)       $            .25  $            .13  ($     .20) $         .35 $          .32

Weighted Average Number 
  of Shares Outstanding          8,108,482         7,989,383   6,794,368      8,116,489      8,033,460
</TABLE>
<TABLE>

Balance Sheet Data:

<CAPTION>
                                                                  As At November 30,
                                 1997              1996      1995              1994              1993 
                                          
<S>                           <C>              <C>          <C>           <C>           <C> 
Working Capital                $11,331,810       $ 9,367,639  $ 8,191,830$  7,777,269      $ 5,576,218
Total Assets                    19,224,291        17,038,752   18,138,359  20,236,182       18,370,094
Total Liabilities                5,139,768         4,983,870    7,287,570   8,293,534        9,127,235
Total Stockholders' Equity      14,084,522        12,054,882   10,850,788  11,942,648        9,242,859
</TABLE>

                                   7

<PAGE>

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


     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, 1997, the Company had paid or accrued $5,671,760 in
royalty payments.

Comparison of Results for Fiscal Years 1997 and 1996

     The Company's revenues decreased from $39,705,023 in fiscal 1996, to
$38,002,875 in fiscal 1997, due in part to the mergers and consolidations of 
major customers, which impacted upon previously planned sales promotions.

     Gross margins for the year were 62% in both 1997 and 1996.  Advertising,
cooperative and promotional expenses were $8,450,461 and 22% of sales, in 1997,
and $10,655,495 and 27% of sales, in 1996.

     Selling, general and administrative expenses were $11,146,894 and 29.5% of
sales in 1997, and $11,408,154 and 29% of sales in 1996.  
     
Comparison of Results for Fiscal Years 1996 and 1995

     The Company's revenues for fiscal 1996 increased to $39,705,023, from
$37,166,730 in 1995.  The increase was due principally to a substantial 
increase in foreign sales, and a slight increase in domestic sales.
 
     Gross margins for the year were 62% in 1996 and 62% in 1995.  Advertising,
cooperative and promotional expenses were $10,655,496, and 27% of sales, in 
1996, and $13,332,216, and 36% of sales, in 1995.

     Selling, general and administrative expenses were $11,408,154, and  29% of
sales in 1996, and $11, 253,543, and 31% of sales, in 1995.

Liquidity and Capital Resources

     As at November 30, 1997, the Company had working capital of $11,024,121 as
compared to $9,070,115 at November 30, 1996.  The ratio of total current assets
                                    
                                        8

<PAGE>


to current liabilities was 3.14 to 1, as compared to a ratio of 2.82 to 1 for 
the prior year.  Stockholders' equity increased to $13,727,991 from 
$11,724,209.

     The Company's cash position at year end increased to $3,649,774 from
$1,422,783 as at November 30, 1996.  The increase came mostly from net cash
provided by operating activities of approximately $3,194,000.  The Company
utilized approximately $169,000 in the acquisition of property and equipment,
$20,000 for intangible assets, $40,000 for loans to officers, $5,000 to buy 
back treasury stock and $60,000 to increase its marketable security portfolio.

     Management adjusted its advertising budget in line with its sales 
projections for fiscal 1997, reducing its advertising, cooperative and 
promotional expenditures to $8,450,461 from $10,655,495.

     Sales decreased $1,760,176, from $39,469,098 in 1996 to $37,708,922 in 
1997. Gross profit margin on 1997 sales remained at the 62% achieved in 1996.  
Thus, assuming that same 62% margin, the decrease in sales 'cost' $1,091,309 
in gross-profit-margin terms, but was more than offset by the $2,205,034 
decrease in advertising, cooperative and promotional expenses, which 
substantially accounted for the pre-tax profit of $3,272,823 in 1997, compared 
to $1,914,626 in 1996.

     The Company's selling general and administrative expenses were 
substantially the same in 1997 and 1996 [$11,146,894 vs. $11,408,154].  
Inventories [$6,014,672 vs. $5,875,742] were up $138,930, and accounts 
receivable [$3,931,273 vs. $4,017,500] decreased $86,227.  Current liabilities 
[$5,139,768 vs. $4,983,870] increased by $155,898.  Cash at the beginning of 
the year was $1,422,783, and increased to $3,649,774 at year end.

     As of November 30, 1997, the Company had paid the remainder of a term note
from a banking institution, and still had a $3,000,000 line of credit at 1% 
below prime.  As at November 30, 1997, the Company was not utilizing any of the 
funds available under this 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 

                                         9
<PAGE>


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.

     The Company does not believe that any of its products are seasonal in 
nature other than its depilatory and diet brands, which are more active during 
the Spring and Summer seasons.  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 costs can be predicted, but if such 
circumstances should occur, they could have material and negative impact on 
the Company's net sales and revenues, unless the Company were able to pass 
along related cost increases to its customers.

                                  10
<PAGE>

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, 1997 and 1996:


                         Three Months Ended

Fiscal 1997      Feb. 28      May 31      Aug. 31      Nov. 30

Net Sales      $8,617,289  $10,552,412  $10,227,594  $8,311,627

Total Revenue   8,698,517   10,625,347   10,309,203   8,369,808

Cost of Pro- 
ducts Sold      3,076,627    3,940,006    3,850,509   3,593,222

Net Income        310,001      706,712      726,253     262,669

Net Income per 
 common share        .04          .09          .09         .03



                         Three Months Ended

Fiscal 1996      Feb. 28      May 31      Aug. 31     Nov. 30

Net Sales      $10,125,118  $10,498,104 $10,232,749  $8,613,127

Total Revenue   10,185,709   10,551,604  10,283,988   8,683,722

Costs of Pro-
ducts Sold       3,855,577    4,002,443   3,872,840   3,440,195

Net Income         368,160      464,585     152,116     130,073   

Net Income per      .05          .05          .02         .02
 common share



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 

                                11
<PAGE>

had no reported disagreement with its accountants on any matter of accounting 
principles or practices.

                                    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

Stanley Kreitman    Director                           1986

John Bingman        Treasurer                          1986

Jack Polak          Director                           1983

Sidney Dworkin      Director                           1985

Rami G. Abada       Director                           1997



     David Edell, age 66, is 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 66, is the Company's Executive Vice President and
Corporate Secretary.  He is also Chairman of the Board of Directors.  Mr. 

                                  12
<PAGE>

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, the 42 year-old son of David Edell, became a director in 
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.

     Drew Edell, the 40 year-old son of David Edell, is a graduate of Pratt
Institute, where he received a Bachelor's degree in Industrial Design.  He has
been associated with the Company since 1983.  In March 1985 he was appointed 
Vice President-Product Development and Production.

     John Bingman, age 46, 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 85, has been a private investment consultant since April
1982, and holds a tax consultant certification in The Netherlands.  From 1977
until 1995, he was a director of Petrominerals Corporation, a public company
engaged in oil and gas production, located in Tustin, California.  From August
1993 until February 1995, he was a director of Convergent Solutions, Inc.  
Since February 1995 (upon a merger involving Convergent Solutions), he has 
been a director of K.T.I. Industries, Inc. of Guttenberg, NJ, and a member of 
its Board's Audit and Compensation Committee.  K.T.I. is a public company 
engaged in the waste - to - energy business.

     Stanley Kreitman, age 66, 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.  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 security printer.

     Sidney Dworkin, age 77, has been a director since 1985.  He was one of the
founders, and from 1966 until 1987, was the President and Chairman of the Board
of Revco D.S., Inc., one of the largest drug store chains in the United 

                                    13
<PAGE>

States. (He terminated his association with Revco in September 1987.)  Mr. 
Dworkin is a certified public accountant and a graduate of Wayne State 
University.  He is also a director of Northern Technologies, International, 
Inc., Crager Industries, Inc., Entile Company Inc., Q.E.P. Company, Inc., 
and Viragen Inc., and is Chairman of the boards of Comtrex Systems, Inc., 
MarbleEdge Group, Inc., and Interactive Technologies, Inc.  He was a director 
of Neutrogena Corp. until its acquisition by Johnson & Johnson, and is a former 
Chairman of the National Association of Chain Drug Stores.

     Rami G. Abada, age 38, 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, and was Executive Vice President from April 1994 
to December 1997.  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.




Item 11. EXECUTIVE COMPENSATION


  i. Summary Compensation Table

     The following table summarizes compensation earned in 1997, 1996 and 1995 
by all of the executive officers whose fiscal 1997 compensation exceeded 
$100,000, including the Chief Executive Officer (the "named officers").


               Annual Compensation      Long-Term Compensation

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

                                    14

<PAGE>

David Edell,   1997 $357,305  $171,254  $24,812    100,000     0
President      1996  337,080   131,896   21,560       -        0
and Chief      1995  318,000    63,600   18,456       -        0   
Executive
Officer

Ira W. Berman, 1997 $357,305(3) $171,254  $22,345   100,000     0 
Secretary      1996  337,080(4)  131,896   22,876      -        0
and Executive  1995  318,000(5)   63,600   17,096      -        0
Vice President



               Annual Compensation      Long-Term Compensation

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

Dunnan Edell,  1997 $200,000 $25,000   $14,898     50,000      0
Executive      1996  185,096  25,000    15,659        -        0
Vice President 1995  175,000   3,365    13,440     25,000      0
- Sales

Drew Edell,    1997 $131,800  $15,000   $ 2,283    50,000      0
Vice Presi-    1996  112,100   15,000    12,063       -        0
dent-Manufact- 1995   98,000    1,885     2,925    25,000      0
uring



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

(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.

                                    15

<PAGE>


(3) Includes $99,396 paid to Ira W. Berman & Associates, P.C.
 
(4) Includes $110,046 paid to Ira W. Berman & Associates, P.C.

(5) Includes $99,396 paid to the New York City law firm of Berman & Murray, 
where Mr. Berman was the Senior Partner through 1995.
  










                                   16

<PAGE>  

  ii. 1997 Option Grants, Fiscal Year Option
      Exercises, Year-End Option Valuation


               Fiscal 1997 Option Grants To Named Officers

                           % of
                           Total
                          Options
                          Granted                    Potential
             Number of      To        Expir-         Realizable 
             Underlying     All       ation           Values(1)
               Shares    Employees     Date          5%   /  10%

David Edell   100,000      33.3    Aug. 1, 2007   $157,224/$398,436
Ira W. Berman 100,000      33.3    Aug. 1, 2007    157,224/ 398,436
Dunnan Edell   50,000      16.7    Aug. 1, 2007     78,612/ 199,218
Drew Edell     50,000      16.7    Aug. 1, 2007     78,612/ 199,218

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

(1) The figures shown as Potential Realizable Values are net gains that could 
be realized if assumed rates of appreciation of 5% and 10% per annum, were to 
result during the term of the options.  The SEC requires the presentation of 
these assumptions and information based thereon, and no part is intended to 
forecast possible future appreciation.  Actual net gains, if any, are dependent 
upon the actual future performance of the Company's Common Stock, and overall 
economic conditions.

    The next table identifies 1997 fiscal-year option exercises by named 
officers, and reports a valuation of their options.


               Fiscal 1997 Aggregated Option Exercises
               and November 30, 1997 Option Values    

                                       Number of       Value of
                                        Shares         Unexer-
               Number of               Covered by       cised
                Shares                 Unexercised   In-the-Money
               Acquired      Value     Options at     Options at
              On Exercise   Realized    November       November 
                                        30, 1997      30, 1997(1)

David Edell     30,000      $49,687      567,500       $1,628,313 

                                  17

<PAGE>

Ira W. Berman 30,000       49,687      492,000        1,612,500
Dunnan Edell      -0-         -0-         25,000           -0-     
Drew Edell        -0-         -0-         25,000           -0-

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

(1) Represents the difference between market price and the respective exercise
prices of options at November 30, 1997.



  iii. Compensation of Directors

     Each director was paid $2,000 per meeting for attendance of board meetings
in fiscal 1997 (without additional compensation for committee meetings); and
directors Rami G. Abada, Stanley Kreitman and Sidney Dworkin were each granted
25,000 options on August 1, 1997, exercisable through August 1, 2007, at $2.50 
per share.  The full board met three times in 1997. 

  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 David Edell, Ira W. Berman, Stanley 
Kreitman and Jack Polak, which met three times in 1997, has established a 
program to:


   * Reward executives for long-term strategic management and the enhancement 
     ofshareholder 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

                                  18

<PAGE>

Messrs.  David Edell and Ira Berman.  The Committee determines the salary or
salary range based upon competitive norms.  Actual salary changes are based 
upon performance.

     Bonuses (see the Summary Compensation Tables), other than Mr. David 
Edell's and Mr. Berman's, were awarded in consideration of the Company's 
performance during 1997.

     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 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.

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

  vi. Stock Option Plans

     The Company's 1984 Stock Option Plan covered 1,500,000 shares of its Common
Stock.

     The Company's 1986 Stock Option Plan covered 1,500,000 shares of its Common
Stock.

     The Company's 1994 Stock Option Plan covers 1,000,000 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 EmployeeRetirement 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 

                                  19

<PAGE>

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.

     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 

                                  20

<PAGE>

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, 1997, 1,529,500 stock options, yet exercisable, to
purchase 1,529,500 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.


                         [Chart Appears Here]

                         Cumulative Total Return

                      11/92   11/93  11/94   11/95 11/96  11/97

CCA Industries, Inc.  100.00  378.57 214.29  82.14 132.14 135.71
DJ Equity Market      100.00  109.88 110.77 152.58 195.23 250.10
DJ Cosmetics/Personal 100.00   98.25 119.12 160.96 216.14 262.08
  Care



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 6, 
1998 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) the "named officers," including the Chief Executive Officer (see Executive 
Compensation-Summary Compensation Table); (iii) each officer and director; and 
(iv) 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.                                                  

                                       21

<PAGE>


                                                 Ownership, As A
                                                   Percentage of
                                 Number of          All Shares
Name and Address               Shares Owned:        Outstanding  

                              Common
                              Stock      Class A       

David Edell
c/o CCA Industries, Inc.     234,685     484,615        8.69
200 Murray Hill Parkway
East Rutherford, NJ 07073

Ira W. Berman                204,745     473,675        8.19
c/o CCA Industries, Inc.
                                       
Jack Polak                     25,000     47,700        0.88
90 Park Avenue
New York, NY 10016

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

Stanley Kreitman                -           -             -
c/o CCA Industries, Inc.

Dunnan Edell                  51,250        -           0.62
c/o CCA Industries, Inc.

Drew Edell                    51,250        -           0.62
c/o CCA Industries, Inc.

Sidney Dworkin                50,000        -           0.60 
1550 No. Powerline Road
Pompano, FL 33069

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

Officers and Directors       616,930   1,005,930       19.60
as a group (9 persons)


_______________________

(1) 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, Polak, and Dworkin are directors.


                                    22

<PAGE>

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     As at November 30, 1997, Company loans, to Drew Edell, an officer, and 
Dunnan Edell, a director and officer, in the principal sums of $40,000 and 
$25,250, respectively, were outstanding.  The loans, secured by second 
mortgages upon real properties, carry 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, 1997 and 1996, Consolidated Statements of Income 
for the years ended November 30, 1997, 1996 and 1995, Consolidated Statements 
of Shareholders' Equity for the periods December 1, 1994 through November 30, 
1996, Consolidated Statements of Cash Flows for the years ended November 30, 
1997, 1996 and 1995, Notes to Consolidated Financial Statements.


     Financial Statement Schedules:

   Schedule II Valuation Accounts; Years Ended Nov. 30, 1997, 1996 and 1995


     Exhibits:

(a)  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).

(b)  The Following Material Contracts and Amendments are incorporated by
     reference to their filing with the Form 10-KA filed April 5, 1995:
     Amended and Restated Employment Agreements, with David Edell and Ira
     Berman; License Agreement made February 12, 1986 with Alleghany
     Pharmacal Corporation (Exhibit pages 000056-90).

(c)  The Company's 1994 Stock Option Plan is incorporated by reference to its
     filing as an exhibit printed in the 1994 Proxy Statement, filed on or
     about May 15, 1994.

(d)  Exhibit 11: Statement re Per Share Earnings



     No Form 8-K was filed during the last quarter of 1997.

     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.                                   

                                    24

<PAGE>
                     

PART IV, ITEM 14. (d) (Continued)                      EXHIBIT 11
<TABLE>

               CCA INDUSTRIES, INC. AND SUBSIDIARIES

                COMPUTATION OF EARNINGS PER SHARE

<CAPTION>


                                                                   Year Ended November 30,
                                                            
                                                            1997             1996                   1995
                                                      (Restated)            (Restated)            (Restated)
<S>                                        <C>                   <C>                    <C>
Primary:
 Average shares outstanding                           7,205,904             7,120,099             6,794,368 
   Net effect of dilutive stock
   options--based on the
   treasury stock method
   using average market
   price                                                902,578               869,284               *  
                        
                        TOTALS                        8,108,482             7,989,383             6,794,368

Net income (Loss)                                   $ 2,031,494            $1,051,334           ($1,354,584)

Per share amount                               $            .25       $           .13      ($           .20)

Fully Diluted:
 Average shares outstanding                           7,205,904             7,120,099             6,794,368

 Net effect of dilutive stock
   options--based on the
   treasury stock method
   using higher of ending or
   average market price                                 902,578               869,284               *  

                        TOTALS                        8,108,482             7,989,383             6,794,368


Net income (Loss)                                   $ 2,031,494            $1,051,334           ($1,354,584)

Per share amount                                $           .25        $          .13       ($          .20)
  
</TABLE>
* Anti-dilutive

<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 25, 1998
     
s/ Ira W. Berman         Chairman of the Board
   IRA W. BERMAN         of Directors, Executive
                         Vice President,
                         Secretary              February 25, 1998

s/ Dunnan Edell          Vice President,        February 25, 1998
   DUNNAN EDELL          Director

s/ Stanley Kreitman      Director               February 25, 1998
   STANLEY KREITMAN

s/ Rami Abada            Director               February 25, 1998
   RAMI ABADA

s/ Jack Polak            Director               February 25, 1998
   JACK POLAK

s/ Sidney Dworkin        Director               February 25, 1998
   SIDNEY DWORKIN

                                    25

<PAGE>


















              CCA INDUSTRIES, INC. AND SUBSIDIARIES


                CONSOLIDATED FINANCIAL STATEMENTS

                           (RESTATED)

                    NOVEMBER 30, 1997 AND 1996




<PAGE>

















                         C O N T E N T S



INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS (RESTATED). . . . .1

FINANCIAL STATEMENTS:

 CONSOLIDATED BALANCE SHEETS (RESTATED). . . . . . . . . . . . . . . .2-3

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

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (RESTATED). . . . . . .5

 CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED). . . . . . . . . . . .6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) . . . . . . . 7-23






<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, 1997 and 1996, and the related consolidated
statements of income (loss), shareholders' equity and cash flows for each of 
the three years in the period ended  November 30, 1997.  These financial 
statements are the responsibility of management.  Our responsibility is to 
express an opinion on these financial statements and related schedules based 
on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to 
obtain a reasonable assurance about whether the financial statements and 
related schedules 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 
assessing 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 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, 1997 and 1996, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended November 30, 1997, in conformity with 
generally accepted accounting principles.

     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 part of the basic 
consolidated financial statements.  The supplemental schedules have been 
subjected to the auditing procedures applied in the audits of the basis 
financial statements and, in our opinion, present fairly, in all material 
respects, in relation to the basic consolidated financial statements.

     As discussed in Note 17 to the financial statements, the Company restated
the 1997, 1996 and 1995 financial statements to amend the application of
accounting for income taxes.




                              SHEFT KAHN & COMPANY LLP
                              CERTIFIED PUBLIC ACCOUNTANTS

January 30, 1998
Jericho, New York


                               -1-
<PAGE>
<TABLE>

              CCA INDUSTRIES, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS

                           A S S E T S

<CAPTION>
                                                       November 30,
                                                    1997         1996
                                                 (Restated)    (Restated)                 
<S>                                             <C>          <C>  
Current Assets 
  Cash and cash equivalents                      $ 3,649,774 $  1,422,783
  Short-term investments and marketable
    securities (Notes 2 and 6)                     1,926,513    1,546,289
  Accounts receivable, net of allowances of
    $664,325 and $1,066,549, respectively
   (Note 8)                                        3,931,273    4,017,500
  Inventories (Notes 2, 3 and 8)                   6,014,672    5,875,742
  Prepaid expenses and sundry receivables            248,553      603,952
  Due from officers - Current                          1,500        3,900
  Prepaid income taxes and refunds due                -            87,552
  Deferred income taxes (Note 9)                     699,294      793,791
     
   Total Current Assets                           16,471,579   14,351,509
     
Property and Equipment, net of accumulated
  depreciation and amortization 
   (Notes 2 and 4)                                   486,029       729,706
    
Intangible Assets, net of accumulated 
  amortization (Notes 2 and 5)                       163,640       155,037
     
Other Assets
  Marketable securities (Notes 2 and 6)            1,874,175    1,634,592
  Due from officers - Non-current                     65,250       25,250
  Deferred income taxes (Note 9)                     111,006       88,441
  Other                                               52,612       54,217                            
   Total Other Assets                              2,103,043    1,802,500
     
   Total Assets                                  $19,224,291  $17,038,752
     
</TABLE>


See Notes to Consolidated Financial Statements.



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

                   CONSOLIDATED BALANCE SHEETS


               LIABILITIES AND SHAREHOLDERS' EQUITY

<CAPTION>
                                                       November 30,         
                                                   1997          1996       
                                              (Restated)     (Restated)

<S>                                         <C>           <C>  
Current Liabilities
  Notes payable - Current portion (Note 8)   $    -        $     163,500 
  Accounts payable and accrued  
   liabilities (Note 11)                       5,053,665       4,794,865 
  Income taxes payable (Note 9)                   86,104          25,505

   Total Current Liabilities                   5,139,769       4,983,870

Commitments and Contingencies
  (Note 13)

Shareholders' Equity
  Common stock, $.01 par; authorized
   15,000,000 shares; issued and
   outstanding  6,192,621 and 6,012,621
   shares, respectively                           61,927          60,126 
  Class A common stock, $.01 par; authorized
   5,000,000 shares; issued and outstanding
     1,020,930 and 1,154,930 shares,
   respectively                                   10,209          11,549 
  Additional paid-in capital                   4,454,763       4,455,224 
  Retained earnings                            9,578,329       7,546,836 
  Unrealized gains (losses) on marketable
   securities (Note 6)                        (    2,737)  (       6,353)                            
                                              14,102,491      12,067,382 
   Less: Treasury Stock ( 7,500 and
         5,000 shares at November 30, 
     1997 and November 30, 1996, 
     respectively)                                17,969          12,500 
    
   Total Shareholders' Equity                 14,084,522      12,054,882
   
   Total Liabilities and Shareholders'Equity $19,224,291     $17,038,752                               
</TABLE>
See Notes to Consolidated Financial Statements.

                               -3-

<PAGE>              
<TABLE>               
               CCA INDUSTRIES, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<CAPTION>


                                           Year Ended November 30,
                                       1997         1996        1995
                                     (Restated)   (Restated)  (Restated)
<S>                                <C>          <C>          <C>
Revenues
  Sales of health and beauty    
     aid products, net             $37,708,922   $39,469,098 $36,849,803 
                                               
  Other income                         293,953       235,925     316,928
     
                                    38,002,875    39,705,023  37,166,731
Costs and Expenses
  Cost of sales                     14,460,364    15,171,055  14,171,030 
  Selling, general and 
     administrative expenses        11,146,894    11,408,154  11,253,593 
  Advertising, cooperative and
      promotions                     8,450,461    10,655,495  13,332,216 
  Research and development             684,224       459,082     496,716 
  Provision for doubtful accounts (     17,779)       45,855      87,697 
  Interest expense                       5,888        50,756      56,003 

                                    34,730,052    37,790,397  39,397,255
     
   Income (Loss) before Provision
     for Income Taxes                3,272,823     1,914,626  (2,230,524)
      
Provision for Income Tax 
  (Benefit)                          1,241,329       863,292(    875,940)

   Net Income (Loss)              $  2,031,494  $  1,051,334($ 1,354,584)
     
Weighted Average Shares
  Outstanding                        8,108,482    7,989,383    6,794,368

Income Per Common Share
  (Note 2):
      Net Income (Loss)           $        .25   $      .13   ($     .20)

</TABLE>

See Notes to Consolidated Financial Statements.

                               -4-
<PAGE>
<TABLE>                           
                           CCA INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                    FOR THE YEAR ENDED NOVEMBER 30, 1997, 1996 AND 1995
<CAPTION>
                                                                                    Unrealized   
                                                        Additional                Gain (Loss) on
                                      Common Stock       Paid-In        Retained    Marketable     
                                  Shares      Amount     Capital        Earnings   Securities

<S>                             <C>        <C>          <C>            <C>           <C> 
Balance - December 1, 1994
  (Restated)                     6,789,451     $67,895   $4,275,534     $7,667,796     ($250,867)

Prior period adjustment              -           -             -           182,289          -

Issuance of common stock             5,700          57        6,473         -               -

Net loss for the year (Restated)    -            -             -      (  1,354,584)         -

Unrealized gain on marketable  
securities                          -            -             -              -          256,195

Balance - December 1, 1995
  (Restated)                     6,795,151      67,952    4,282,007      6,495,501         5,328
 
Issuance of common stock           372,400       3,724      173,216         -               -
 
Net Income for the year (Restated)  -            -             -         1,051,334          -

Unrealized (loss) on marketable 
 securities                         -            -             -              -      (    11,681)

Purchase of Treasury Stock   (       5,000) (       50)   (  12,450)          -             -

Balance - December 1, 1996
  (Restated)                     7,162,551      71,626    4,442,773       7,546,835    (   6,353)
 
Issuance of common stock            46,000         460   (      460)          -              -
 
Net Income for the year (Restated)  -             -           -           2,031,494          -

Unrealized gain on marketable
 securities                         -              -          -                 -          3,616

Purchase of Treasury Stock   (       2,500)  (      25)(      5,444)            -            -

Balance - November 30, 1997
  (Restated)                     7,206,051     $72,061   $4,436,869      $9,578,329  ($   2,737)

</TABLE>
See Notes to Consolidated Financial Statements.
                                            -5-
<PAGE>              
<TABLE>
              CCA INDUSTRIES, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEAR ENDED NOVEMBER 30,


<CAPTION>
                                            1997       1996        1995
                                        (Restated)   (Restated)  (Restated)
                                                                
<S>                                     <C>         <C>         <C>
Cash Flows from Operating Activities:
  Net income (loss)                     $2,031,494   $1,051,334 ($1,354,584)
   Adjustments to reconcile net 
     income (loss) to net cash provided 
     by (used in) operating activities:
  Depreciation and amortization            376,381      400,790     332,802 
  Amortization of bond discount              1,948        2,041       6,576 
  Decrease (increase) in deferred 
   income taxes                             71,932      244,263 (   397,339)
  Loss (gain) on disposal of assets          1,009  (    18,237)          5 
  Decrease in accounts receivable           86,227       26,920   1,294,608 
  (Increase) decrease in inventory    (    138,930)     538,355   1,104,429 
  Decrease (increase) in prepaid 
   expenses and sundry receivables         355,399      288,741(    608,999)
  Increase (decrease) in accounts 
   payable and accrued liabilities         258,800 (  2,083,560)(   721,688)
  Increase (decrease) in income 
   taxes payable                           148,150       25,505 (     6,354)
  Decrease (increase) in security 
   deposits                                  1,605        8,447 (    12,094)
                                         
  Net Cash Provided by (Used in) 
     Operating Activities                3,194,015      484,599  (  362,638)
   
Cash Flows from Investing Activities:
  Acquisition of property and
   equipment                         (     168,520)  (  407,206) (  355,719)
  Proceeds from sale of property            40,960      -           -       
  Payment for intangible assets     (       20,448)  (   36,664) (   49,764)
  Purchase of marketable securities   (  3,269,674)(  1,102,669) (  116,475)
  Proceeds from sale of marketable
   securities                            2,657,227    2,253,778   1,353,894 
  Proceeds of money due from 
   officers                                  2,400      -            19,731 
  Loan to officers                  (       40,000)     -           -       
  (Decrease) in other assets              -             -          (  6,192)
   
   Net Cash Provided (Used In) 
     Investing Activities            (     798,055)     707,239     845,475 
                                                   
Cash Flows from Financing Activities:
  Proceeds from borrowings                 -          1,769,152     688,320 
  Payment on debt                    (     163,500)(  2,014,797) (  966,242)
  Proceeds from exercise of 
   stock options                          -             176,940       6,530 
  Purchase of treasury stock         (       5,469) (    12,500)       -   
   
   Net Cash (Used In) 
   Financing Activities              (     168,969) (    81,205) (  271,392)

Net Increase In Cash                     2,226,991    1,110,633     211,445 
                                                   
Cash at Beginning of Year                1,422,783      312,150     100,705

Cash at End of Year                     $3,649,774   $1,422,783 $   312,150

Supplemental Disclosures of Cash
Flow Information:
  Cash paid during the year for:
   Interest                         $        7,025 $     54,487$     72,021 
   Income taxes                          1,052,850       26,245     102,625 

</TABLE>


     
See Notes to Consolidated Financial Statements
                                 -6-
<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 subsidiaries (CCA Cosmetics, Inc., CCA Labs, Inc., and
 Berdell, Inc.), all of which are currently inactive.

NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

 Principles of Consolidation:

 The consolidated financial statements include the accounts of CCA and its
 wholly-owned subsidiaries (collectively the "Company"). 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 1997, two officers/shareholders exercised in the aggregate
 60,000 options in exchange for previously issued common stock.  The
 common shares were put into treasury and were subsequently cancelled.
                                 -7-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 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.

                                 -8-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   Tax Credits:

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

   Income Per Common Share:

   Income per common share has been computed using the weighted average
   number of shares of common stock outstanding during the periods based on
   the treasury stock method using average market price.

   Fully diluted earnings per share are not presented because they are either 
   anti-dilutive or result in dilution of less than 3%.

   Revenue Recognition:

   The Company recognizes sales at the time delivery occurs.  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.

   Advertising Costs:

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

NOTE 3 - INVENTORIES

   At November 30, 1997 and 1996, inventories consist of the following:

                                        1997        1996

   Raw materials                   $ 4,017,838    $4,065,961
   Finished goods                    1,996,834     1,809,781
                                   $ 6,014,672    $5,875,742

   As at November 30, 1997 and 1996, the Company had reserves for inventory
   obsolescence of $860,417 and $679,675, respectively.

NOTE 4 - PROPERTY AND EQUIPMENT

   At November 30, 1997 and 1996, property and equipment consisted of the
   following:
                                     1997              1996                     
   Machinery and equipment         $  236,582   $    288,067       
   Furniture and equipment            329,526        280,942       
   Transportation equipment             -              1,917       
   Tools, dies, and masters         1,584,346      1,465,425       
   Leasehold improvements             108,474        108,474
                                    2,258,928      2,144,825
   Less:  Accumulated depreciation
          and amortization          1,772,899      1,415,119
   
   Property and Equipment - Net    $  486,029   $    729,706

   Depreciation and amortization expense for the years ended November 30,
   1997, 1996 and 1995 amounted to $364,536, $390,625 and $325,609,
   respectively.

                                 -9-
<PAGE>
               CCA INDUSTRIES, INC. AND SUBSIDIARIES
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INTANGIBLE ASSETS

   Intangible assets consist of the following at November 30, 1997 and 1996: 

                                                      1997          1996   

   Patents and trademarks                           211,596        $191,148
   Less:  Accumulated amortization                   47,956          36,111

   Intangible Assets - Net                       $  163,640        $155,037

   Amortization expense for the years ended November 30, 1997, 1996 and
   1995 amounted to $11,845, $10,165 and $7,193, respectively.

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, 1997 and 1996 were as follows:
   
                                        1997                   1996
   Current:                          COST     MARKET     COST      MARKET
  
   Corporate obligations         $    99,006 $   99,448  $447,384  $450,319
   Government obligations
     (including mortgage 
       backed securities)          1,827,503  1,827,065   886,711   891,346
   Preferred stock                   -             -      200,000   204,624

       Total                       1,926,509  1,926,513 1,534,095 1,546,289

   Non-Current:

   Corporate obligations             741,893    744,921   199,006   198,282
   Government obli-
     gations                       1,135,023  1,129,254 1,454,133 1,436,310

       Total                       1,876,916  1,874,175 1,653,139 1,634,592

       Total                      $3,803,425 $3,800,688$3,187,234$3,180,881


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

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

 The market value at November 30, 1997 was $3,800,688 as compared to $3,180,881 at November 30,
 1996.  The cost and market values of the investments at November 30, 1997 were as follows:
<CAPTION>

        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 Carried in
 Title of Each Issue            Date                Rate         Notes       Each Issue Sheet Date    Balance Sheet

 CORPORATE OBLIGATIONS:

<S>                         <C>                 <C>             <C>         <C>         <C>          <C>
  AT&T                         6/01/98               4.750%      $100,000    $  99,006   $  99,448      $  99,448 
  Florida Power & Light        7/01/99               5.500%       300,000      295,776     297,537        297,537 
  Virginia Electric & Power    4/01/00               6.481%       250,000      246,117     248,510        248,510 
  GMAC Smartnotes             10/15/99               5.950%       200,000      200,000     198,874        198,874 
                                                                               840,899     844,369        844,369

</TABLE>
                                            -11-                     
<PAGE>


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



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

<CPATION>
        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 Carried in
 Title of Each Issue            Date                Rate         Notes       Each Issue Sheet Date    Balance Sheet

GOVERNMENT OBLIGATIONS:

<S>                         <C>            <C>             <C>            <C>           <C>        <C>
Tennesse Valley Authority        3/04/98            5.125%    $100,000         $100,000  $  99,848           $  99,848
US Treasury Note                10/31/98            4.750      100,000           99,684     99,094              99,094
US Treasury Note                10/31/98            4.750      200,000          199,992    198,188             198,188
US Treasury Note                10/15/98            7.125      250,000          250,000    252,970             252,970
US Treasury Note                 4/30/98            5.125      190,000          189,883    189,645             189,645
US Treasury Note                 4/30/98            5.125       10,000            9,992      9,981               9,981
US Treasury Note                 7/31/98            5.250      250,000          249,834    249,375             249,375
US Treasury Note                 2/28/99            5.875      250,000          249,953    250,235             250,235
US Treasury Note                11/15/99            5.875      250,000          249,141    250,313             250,313
US Treasury Note                 1/31/98            5.125      200,000          199,695    199,750             199,750

US Treasury Zero Coupon          8/15/99            5.920      148,000          134,040    134,331             134,331
US Treasury Zero Coupon          5/15/98            5.410      215,000          210,007    209,741             209,741
US Treasury Bill                12/04/98            5.210      200,000          197,436    199,850             199,850
US Treasury Bill                12/04/97            5.210      120,000          118,466    119,911             119,911

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

                          MARKETABLE SECURITIES - OTHER INVESTMENTS


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 Carried in
 Title of Each Issue            Date                Rate         Notes       Each Issue Sheet Date    Balance Sheet

GOVERNMENT OBLIGATIONS: (Continued)

<S>                          <C>               <C>            <C>        <C>           <C>         <C>
FHLMC 1628-N                 12/15/2023             6.500%        50,000    $    48,024 $   46,763  $     46,763
EE Bonds                       -                    7.180         90,000         97,812     97,812        97,812
FNMA 93-G-26-B                8/25/2022             7.000         10,000          6,694      6,673         6,673
FNMA 93-224-D                11/25/2023             6.500        104,000        101,873     94,951        94,951
FNMA 92-2-N                   1/25/2024             6.500         52,000         47,424     45,718        45,718
FHLMC 1702-U                  3/24/2024             7.000          4,000          2,626      2,608         2,608
FNMA                          11/10/98              5.050        200,000        199,950    198,562       198,562
                                         
                                                                              2,962,526  2,956,319     2,956,319

  
           
                                                                             $3,803,425 $3,800,688    $3,800,688

</TABLE>

                                             -13-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

  During the year ended November 30, 1997 available-for-sale securities were
  liquidated and proceeds amounting to $2,657,227 were received, with
  resultant realized gains totaling $5,692.  Cost of available-for-sale 
  securities includes unamortized premium or discount.

NOTE 7 - PREPAID ROYALTY EXPENSE (DEFERRED)

  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.

  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, 1997, $5,671,760
  of royalties have been paid or accrued and only $3,328,240 still remains 
  until the $9,000,000 level is reached.

  







                                  -14-
<PAGE>

                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 -   LONG-TERM DEBT

   Note payable - Bank represents the balance of a $1,119,067 loan that was
   due in monthly installments of $24,000 plus interest to February 1996.
   Interest was calculated on the outstanding balance at prime.  In connection
   with this loan, the bank has been given a secured interest in all of the
   accounts receivable and inventory of the Company and its subsidiaries.  At
   November 30, 1997, the bank's prime rate was 8 1/4%.

   In May 1996 the Company refinanced $327,000 (representing the balance
   on its term note) at prime. The note was due in installments of $27,250 plus
   interest through May 1997.
   
   The Company has an available line of credit of $3,000,000.  Interest is
   calculated on the outstanding balance at prime minus 1% or Libor plus 150
   basis points.  As of November 30, 1997, the Company was not utilizing any
   of its available line.  

NOTE 9 - INCOME TAXES (RESTATED)

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

   At November 30, 1997 and 1996, respectively, the Company has temporary
   differences arising from the following:

                                                  November 30, 1997

                                                           Classified As    
                                               Deferred    Short-     Long- 
      Type                            Amount     Tax       Term       Term  
                                                           Asset (Liability)
 
 Depreciation                   $    276,221   $111,006  $   -     $111,006 
 Reserve for bad debts               120,131     48,278   48,278      -
 Reserve for returns                 544,194    218,698  218,698      -
 Reserve for obsolete
   inventory                         860,417    345,780  345,780      -
 Section 263A costs                  215,335     86,538   86,538      -

 Net deferred income tax          $2,016,298   $810,300 $699,294   $111,006
    
                             
                             -15-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 -  INCOME TAXES (Restated)(Continued)

                                              November 30, 1996

                                                           Classified As    
                                              Deferred    Short-    Long- 
      Type                            Amount     Tax       Term     Term
                                                         Asset (Liability)
 
 Depreciation                   $    220,070   $ 88,441 $  -        $88,441
 Reserve for bad debts               143,647     57,728   57,728       -
 Reserve for obsolete
   inventory                         679,675    273,144  273,144       -
 Reserve for returns                 922,902    370,892  370,892       -
 Section 263A costs                  228,995     92,027   92,027       -

  Net deferred income tax         $2,195,289   $882,232 $793,791    $88,441


 The tax asset valuation allowance decreased by $25,859 and $63,600 during
 the years ended November 30, 1997 and 1996, respectively.

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

                                             November 30, 1997
                                                    State &  
                                        Federal     Local        Total       
   
   Current tax expense                $967,319     $244,553   $1,211,872
        Tax credits                (    42,475)        -     (    42,475)
   Deferred tax benefit                 56,827       15,105       71,932

                                      $981,671     $259,658   $1,241,329


                                -16-
<PAGE>


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


NOTE 9 - INCOME TAXES (Restated) (Continued)

                                          November 30, 1996
                                               State &  
                                       Federal  Local       Total

   Current tax expense               $  32,821 $  27,695  $  60,516
   Deferred tax benefit                629,581   173,195    802,776

                                      $662,402  $200,890   $863,292

   The current tax expense for the year ended 1996 includes a utilization of 
   net operating loss carryforward for federal and state of approximately 
   $492,000 and $50,000, respectively.

                                          November 30, 1995            
                                                 State &
                                     Federal      Local         Total

   Current tax expense              $    -       $  1,530    $   1,530
   Deferred tax (benefit)         (   692,306) (  185,164)  (  877,470)
                                    ($692,306)  ($183,634)   ($875,940)

   Income taxes payable are made up of the following components:

                                                 State &
                                     Federal      Local         Total

   November 30, 1997                  $44,453    $41,651      $86,104  
        
   November 30, 1996                  $24,598  $     907      $25,505






                                -17-
<PAGE>
                           CCA INDUSTRIES, INC. AND SUBSIDIARIES
                                              
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              


NOTE 9 - 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, 1997 is as follows:
 
<TABLE>
<CAPTION>
                                                   1997                     1996                        1995 
                                                       Percent                   Percent                     Percent
                                                      Of Pretax                 of Pretax                   of Pretax
                                           Amount      Income          Amount     Income        Amount        Income 
<S>                                     <C>           <C>          <C>           <C>         <C>         <C>
 Income tax (benefit) expense at 
          statutory rate                 $1,112,760    34.00%          $650,973     34.00%     ($758,379)     (34.00%)
 Increases (decreases) in taxes
   resulting from:
    State income taxes, net of federal
    income tax benefit                      155,378     4.75            167,667      8.76     (  129,921)    (  5.83   )
     Non-deductible expenses and
      other adjustments                      15,666      .48             44,652      2.33         12,360         .56
    Utilization of tax credits        (      42,475) (  1.30  )            -          -             -            -

 Income tax expense at
   effective rate                        $1,241,329    37.93%          $863,292     45.09%     ($875,940)     (39.27%)

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                      
NOTE 10 - 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, 1997:

                                          Number     Per Share
                                            Of        Option
         Date Granted                      Shares     Price       Expiration

   December 1987                          234,500       .50           2002
   January 1988                           370,000       .55           2002
   March 1989                             200,000       .75           1999
   January 1990                           200,000       .63           1999
   June 1995                               50,000      4.50           2000
   December 1995                          100,000      1.50           2000
   August 1997                            375,000      2.50           2007
                                        1,529,500

   The following summarizes the activity of shares under option for the two
   years ended November 30, 1997:

                                          Number     Per Share
                                            Of        Option
                                          Shares      Price         Value

   Balance - November 30,
      1995                             1,515,600  $ .40 - $4.50   $1,041,440
 
     Granted                             100,000          $1.50      150,000
     Exercised                      (    373,600) $ .40 - $ .50 (    176,940)
   Balance - November 30,
      1996                             1,242,000  $ .50 - $4.50    1,014,500
 
     Granted                             375,000          $2.50      937,500
     Exercised                     (      60,000)           .50  (    30,000)
     Expired                       (      27,500)           .50  (    13,750)
   Balance - November 30,
      1997                             1,529,500  $ .50 - $4.50   $1,908,250

                                -19-
<PAGE>
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11 - 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,
                                            1997         1996
                                              (In Thousands)

   Media advertising                    $     401    $*
   Coop advertising                           375         321
   Accrued returns                            712         505
   Royalty payable                            269     *
   Bonus                                      286     *
                                         $  2,043      $  826
   
   All other liabilities were for trade payables or individually did not 
   exceed 5% of total current liabilities.

   * Under 5%

NOTE 12 - OTHER INCOME

   Other income was comprised of the following:

                                                   November 30,
                                          1997        1996        1995
   Interest income                      $272,677     $195,234    $271,505
   Dividend income                        15,131       16,511      16,164 
   Realized gain (loss) on 
      disposal of assets             (     1,009)      18,237   (       5)
   Royalty income                        -             -           11,648
   Miscellaneous                           7,154        5,943      17,616
                                        $293,953     $235,925    $316,928







                                -20-
<PAGE>                
                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - COMMITMENTS AND CONTINGENCIES

   On April 1, 1995, the Company renewed their lease for approximately
   62,500 square feet of office and warehouse space at an annual rental of
   $259,284.  This lease on the Company's premises expires March 31, 2001,
   but has a renewal option for an additional five years.  On September 22,
   1995 the Company leased an additional 30,000 square feet of warehouse
   space in Paterson, NJ on a net lease basis at a rental of $6,875 per 
   month. The lease was due to expire on September 30, 1997 but was extended 
   until September 30, 1998.

   The Company has entered into various operating leases with expiration dates
   ranging through December 2001.

   Rent expense for the years ended November 30, 1997, 1996 and 1995 was
   $458,706, $426,621 and $414,907, 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,

       1998                           $   402,856
       1999                               314,297
       2000                               280,710
       2001                                90,954
       2002                                  -
 
          Total                        $1,088,817

   On March 3, 1986, the Company entered into a License Agreement with
   Alleghany Pharmacal Corporation (See Note 7).

   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.


                                -21-
<PAGE>

                CCA INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)

   During fiscal 1994, the Board of Directors approved 10-year employment
   contracts for two officers/shareholders.  Pursuant thereto, each was 
   provideda 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.

   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.

   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.

NOTE 14 - RELATED PARTY TRANSACTIONS

   As at November 30, 1996, one of the members of the board was indebted
   to the Company for $12,500 used to exercise stock options.  The note was
   repaid in full, with interest, in January 1997

   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 $25,250 and  40,000 from its Vice
   President in charge of Sales and Vice President in charge of Manufacturing,
   respectively; which were made to aid them in obtaining a first mortgage on
   their homes.  The loans are secured by a second mortgage and carry an
   interest rate at 1% over prime.  Interest is payable semi-annually.  
   Both Vice Presidents are the sons of Mr. David Edell, the President of 
   the Company.




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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 15 - CONCENTRATION OF RISK (RESTATED)

   During the years ended November 30, 1997, 1996 and 1995, certain
   customers each accounted for more than 5% of the Company's total sales,
   as follows:

   Customer                                  1997        1996         1995

       A                                      24%         22%          22%
       B                                      12           9            7
       C                                       6           7            7
       D                                       7           6            5
       E                                       7           *            *
       F                                       6           *            *

   Foreign Sales                            5.34%       7.57%           *
   
   * Under 5%
 
NOTE 16 - SUBSEQUENT EVENTS

   In December 1997 David Edell and Ira W. Berman exercised stock options and
   purchased 50,000 and 20,000 shares of the Company's common stock
   respectively, at $.50 per share.  They paid for the stock by giving back to 
   the Company 11,765 and 4,705 shares, respectively, of the Company's own
   stock valued at approximately $2 1/8 per share.

   In December 1997 75,000 stock options at $.50 expired, 159,500 stock
   options at $.50 were extended until 2002, and 100,000 stock options at
   $1.50 were canceled.

NOTE 17 - RESTATEMENT OF FINANCIAL STATEMENTS

   The accompanying financial statements for the years ended 1997, 1996 and
   1995 have been adjusted to reflect the elimination of the valuation
   allowance for the Company's deferred tax assets.  The effect of the restate-
   ment was to increase net income by $25,859 and $211,984, or $.0 and $.03
   earnings per share for the years ended November 30, 1997 and 1995,
   respectively, and decrease net income by $63,600, or $.01 earnings per share
   for the year ended November 30, 1996.  In addition, retained earnings at
   the beginning of 1995 has been adjusted for the effects of the restatement
   on prior years.








                                -23-
<PAGE>

                                             SCHEDULE II        

                 CCA INDUSTRIES, INC. AND SUBSIDIARIES 
                                    
                           VALUATION ACCOUNTS
                                    
              YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995

                               (RESTATED)

   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, 1997:
 Allowance for doubtful accounts   $143,647  ($ 17,779)  $     5,739  $120,131
 
 Reserve for returns               $922,902  $3,465,866   $3,844,574  $544,194

 Reserve for inventory
   obsolescence                    $679,675  $  486,742   $  300,000  $860,417

Year ended November 30, 1996:
 Allowance for doubtful accounts   $157,204   $ 45,855   $   59,412   $143,647

 Reserve for returns               $747,749 $4,555,422   $4,380,269   $922,902

 Reserve for inventory
   obsolescence                  $1,147,627 $   57,068   $  525,020   $679,675

Year ended November 30, 1995:
 Allowance for doubtful accounts   $208,863 $  139,355  $   191,014   $157,204
 
 Reserve for returns               $770,933 $2,841,439   $2,864,623   $747,749

 Reserve for inventory
   obsolescence                    $563,280 $  584,347   $     -    $1,147,627


 
<PAGE>