UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549


   
                                  FORM 10-Q/A
                                AMENDMENT NO. 1
    

(Mark One)

     X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   -----                 SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996


            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  -----                  SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to ____


                           Commission File No. 1-5439


                             DEL LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                         13-1953103
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)


               565 Broad Hollow Road, Farmingdale, New York 11735
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (516) 293-7070


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     YES  (X)                     NO  ( )

The number of shares of Common Stock, $1 par value, outstanding as of August   ,
1996 was             .


<PAGE>


PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements

                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 30, 1996 AND DECEMBER 31, 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                         Assets                                     June 30          December 31
                         ------                                       1996              1995
                                                                 -------------     -------------
<S>                                                              <C>               <C>          
Current assets:
     Cash and cash equivalents                                   $   6,244,847     $   8,563,375
     Accounts receivable-less allowance for
            doubtful accounts of $1,550,000
            and $1,700,000, respectively                            31,533,878        24,626,182
     Inventories                                                    37,781,008        37,077,909
     Prepaid expenses and other current assets                       1,103,720         1,282,464
                                                                 -------------     -------------
                   Total current assets                             76,663,453        71,549,930
                                                                 -------------     -------------

     Property, plant and equipment, net                             27,204,772        26,840,799
     Intangibles arising from acquisitions, net                      9,127,950         9,259,050
     Other assets                                                    5,774,448         5,474,214
                                                                 -------------     -------------
                   Total assets                                  $ 118,770,623     $ 113,123,993
                                                                 =============     =============

                         Liabilities and Shareholders' Equity
                         ------------------------------------

     Current liabilities:
            Current portion of long-term debt                    $      35,598     $      70,395
            Accounts payable                                        15,771,988        15,147,737
            Accrued liabilities                                     17,222,342        14,494,724
            Income taxes payable                                       323,435         1,395,607
                                                                 -------------     -------------

                   Total current liabilities                        33,353,363        31,108,463

     Other liabilities                                               3,632,432         3,632,432
     Deferred income taxes                                             361,863           361,863
     Long-term debt, less current portion                           40,000,000        40,000,000
                                                                 -------------     -------------

                   Total liabilities                                77,347,658        75,102,758
                                                                 -------------     -------------

     Shareholders' equity:
            Common stock $1 par value, authorized 10,000,000
              shares; issued 6,588,544 shares                        6,588,544         6,588,544
            Additional paid-in capital                               4,993,878         5,027,940
            Foreign currency translation adjustment                   (425,895)         (492,831)
            Retained earnings                                       56,953,097        52,659,920
                                                                 -------------     -------------
                                                                    68,109,624        63,783,573
            Less: Treasury stock, at cost, 2,418,927 shares
            and 2,410,554 shares, respectively                     (24,941,167)      (23,867,674)
            Receivable for stock options exercised                  (1,745,492)       (1,894,664)
                                                                 -------------     -------------

                   Total shareholders' equity                       41,422,965        38,021,235
                                                                 -------------     -------------

                   Total liabilities and shareholders' equity    $ 118,770,623     $ 113,123,993
                                                                 =============     =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                        2


<PAGE>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                 SIX MONTHS ENDED

                                           JUNE 30           JUNE 30          JUNE 30           JUNE 30
                                            1996              1995             1996              1995
                                       -------------     -------------     -------------     -------------

<S>                                    <C>               <C>               <C>               <C>          
Net sales                              $  58,059,573     $  52,655,828     $ 114,153,182     $ 103,353,368
                                       -------------     -------------     -------------     -------------

Cost of goods sold                        24,216,446        21,586,955        47,031,614        41,125,704
Selling and administrative expenses       29,288,933        27,327,125        57,649,137        54,498,652
                                       -------------     -------------     -------------     -------------

                                          53,505,379        48,914,080       104,680,751        95,624,356
                                       -------------     -------------     -------------     -------------

    Operating income                       4,554,194         3,741,748         9,472,431         7,729,012
                                       -------------     -------------     -------------     -------------


Interest expense                             951,169           955,670         1,902,756         1,913,884
Interest income                             (120,245)          (97,871)         (202,088)         (179,827)
                                       -------------     -------------     -------------     -------------

    Interest expense, net                    830,924           857,799         1,700,668         1,734,057
                                       -------------     -------------     -------------     -------------

Earnings before income taxes               3,723,270         2,883,005         7,771,763         5,994,955
Income taxes                               1,526,000         1,182,000         3,186,000         2,457,000
                                       -------------     -------------     -------------     -------------


    Net earnings                       $   2,197,270     $   1,701,949     $   4,585,763     $   3,537,955
                                       =============     =============     =============     =============

Weighted average common
  shares outstanding                       4,876,000         4,965,000         4,875,000         4,952,000
                                       =============     =============     =============     =============


Earnings per common share              $        0.45     $        0.34     $        0.94     $        0.72
                                       =============     =============     =============     =============



Dividends per common share             $       0.035     $       0.033     $       0.070     $       0.065
                                       =============     =============     =============     =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                        2


<PAGE>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         JUNE 30          JUNE 30
                                                          1996             1995
                                                      ------------     ------------
<S>                                                   <C>              <C>         
Cash flows from operating activities:
Net earnings                                          $  4,585,763     $  3,537,955
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
   Depreciation and amortization                         2,397,554        2,042,835
   Provision for doubtful accounts                         276,000          276,000
   Other non-cash operating items                          177,657           10,474
   Changes in operating assets and liabilities:
         Accounts receivable                            (7,183,696)      (8,195,925)
         Inventories                                      (703,099)      (6,475,682)
         Prepaid expenses and other current assets         178,744          579,448
         Other assets and other liabilities               (300,234)         792,080
         Accounts payable                                  624,251        1,666,635
         Accrued liabilities                             2,727,619        6,504,779
         Income taxes payable                           (1,072,172)       1,244,176
         Other liabilities                                    --            (73,146)
                                                      ------------     ------------

         Net cash provided by operating activities       1,708,387        1,909,629
                                                      ------------     ------------

Cash flows used in investing activities:
         Property, plant and equipment additions        (2,630,427)      (3,700,494)
                                                      ------------     ------------

         Net cash used in investing activities          (2,630,427)      (3,700,494)
                                                      ------------     ------------

Cash flows used in financing activities:
         Principal payments of long-term debt              (34,795)        (211,554)
         Proceeds from issuance of common stock
               upon exercise of options                    465,735        1,799,286
         Decrease in receivable for stock
               options exercised                           149,172          256,484
         Purchase of treasury stock                     (1,538,342)      (4,835,730)
         Dividends paid                                   (438,258)        (412,129)
                                                      ------------     ------------

         Net cash used in financing activities          (1,396,488)      (3,403,643)
                                                      ------------     ------------

Net decrease in cash and cash equivalents               (2,318,528)      (5,194,508)

Cash and cash equivalents beginning of year              8,563,375       10,125,568
                                                      ------------     ------------

Cash and cash equivalents at end of period            $  6,244,847     $  4,931,060
                                                      ============     ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                        3


<PAGE>


                             DEL LABORATORIES, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                             JUNE 30, 1996 AND 1995

                                   (UNAUDITED)



In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
June 30, 1996 and December 31, 1995, the results of operations for the three and
six months ended June 30, 1996 and 1995 and statements of cash flows for the six
months ended June 30, 1996 and 1995.

Results for an interim period are not necessarily indicative of results for the
entire year and such results are subject to year-end adjustments and independent
audit.

Classification of inventories at June 30, 1996 and December 31, 1995 were as
follows:

                                       1996                   1995
                                       ----                   ----

    Raw Materials                  $22,291,289             $15,645,998

    Work In Process                  4,025,536               3,888,456

    Finished Goods                  11,464,183              17,543,455
                                   -----------             -----------

                                   $37,781,008             $37,077,909
                                   ===========             ===========

Earnings per common share is computed under the "modified treasury stock method"
which assumes the exercise of all outstanding options and warrants and the use
of the proceeds thereof to acquire up to 20% of the outstanding common stock of
the Company. Excess proceeds not utilized for the purchase of such shares are
assumed utilized, first to reduce outstanding debt and then any remainder is
assumed invested in interest bearing securities with net earnings increased for
the hypothetical interest expense savings or interest income, net of taxes.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

(1)      LIQUIDITY AND CAPITAL RESOURCES

         Under its institutional debt covenants, the Company is permitted a
         level of short-term borrowings not to exceed $15,000,000. Presently,
         the Company has arrangements with banks which provide up to $27,500,000
         of short-term lines of credit at the prime rate of interest. There were
         no short-term borrowings at June 30, 1996 and December 31, 1995.

         The Company has, from time to time, acquired shares of its common stock
         pursuant to a plan approved by the Board of Directors in 1987. During
         the first six months of 1996, the Company purchased 54,823 shares at an
         average cost of $28.06 per share, and such shares were placed in
         treasury. The shares purchased during the first six months of 1996 were
         from open market purchases and from employees who held shares issued
         pursuant to the Company's stock option plan.

         The Company believes that currently available funds, anticipated funds
         from operations and existing credit facilities will be adequate for its
         foreseeable needs.

         At June 30, 1996, accounts receivable were $31,534,000, an increase of
         $6,908,000 from the December 31, 1995 level. At June 30,1995, accounts
         receivable were $26,613,000, an increase of $7,920,000 from the
         December 31, 1994 level. The increase is primarily attributable to the
         increased level of sales during the second quarter of 1996.

         Inventories at June 30, 1996 were $37,781,000, an increase of $703,000
         from the December 31, 1995 level. The inventory increase is primarily
         in the cosmetics division. The strong demand for cosmetics products has
         necessitated maintaining high levels of inventory in support of product
         scheduling and shipping requirements.

         Accounts payable and accrued liabilities at June 30, 1996 increased by
         $3,352,000 from the December 31, 1995 level. For the comparable 1995
         period, accounts payable and accrued liabilities increased by
         $8,034,000.


(2)      RESULTS OF OPERATIONS

         Sales

   
         Sales for the quarter ended June 30, 1996 were $58.1 million, 10.3%
         above the $52.7 million of sales for the quarter ended June 30, 1995.
         Sales for the six months ended June 30, 1996 were $114.2 million,
         10.4% above the $103.4 million of sales for the six months ended June
         30, 1995.

         Sales in the Company's cosmetics division rose by approximately 12%
         and 11% for the quarter and six months ended June 30, 1996,
         respectively. Sales in the pharmaceutical division rose by
         approximately 6% and 9% for the quarter and six months ended June 30,
         1996, respectively.

         Cost of Sales

         Cost of sales for the quarter ended June 30, 1996, as a percentage of
         net sales, was 41.7%, compared with 41.0 % in the corresponding period
         of 1995. Cost of sales for the six months ended June 30, 1996, as a
         percentage of net sales, was 41.2% compared with 39.8% in the
         corresponding period of 1995.

         The increased cost of sales as a percentage of net sales for both the
         three months and six months ended June 30, 1996 is primarily
         attributable to the mix of business within the cosmetics and
         pharmaceutical divisions.
    

<PAGE>


Selling and Administrative Expenses

   
Selling and administrative expenses were 50.4% of net sales for the quarter
ended June 30, 1996 versus 51.9% in the corresponding period in 1995. For the
six months ended June 30, 1996, selling and administrative expenses were 50.5%
of net sales compared with 52.7% in the corresponding period in 1995. A
combination of increased net sales and a leveling of advertising and promotional
expenditures are the primary reasons for the decreased percentages in both the
quarter and the six months.
    

Net Interest Expense

   
Net interest expense for the quarter ended June 30, 1996 was $831,000 compared
with $858,000 incurred in the quarter ended June 30, 1995. Net interest expense
for the six months ended June 30, 1996 was $1,701,000 compared with $1,734,000
for the six months ended June 30, 1995. The decreased net interest expense is
primarily attributable to increased interest income in the 1996 period.
    

Provision for Income Taxes

   
In both the quarter and six months ended June 30, 1996 and 1995, the Company is
providing for income taxes at the expected effective rate of 41%.
    

Net Earnings

   
Net earnings for the quarter ended June 30, 1996 were $2,197,000, 29.1% above
the $1,702,000 reported for the quarter ended June 30, 1995. For the six months
ended June 30, 1996, net earnings were $4,586,000, 29.6% above the $3,538,000
reported for the six months ended June 30, 1995.
    


Legal Matters

The Company has been notified that it has been identified as a potentially
responsible party with respect to environmental remediation activities required
at a site in Pennsylvania. The total cost to the Company of remediation
activities that it may be required to undertake cannot yet be quantified,
although the Company is one of over 900 potentially responsible parties that
have been identified at the site. Although no dollar amount can be assigned to
remediation costs because of inherent uncertainties, on the basis of currently
available information, management has determined that such costs will not have a
material adverse effect on the Company's financial position. It is the Company's
policy to meet all regulatory requirements for the protection of the environment
and to take prompt remedial action where necessary.

In July 1994, the Equal Employment Opportunity Commission ("EEOC") filed suit
against the Company in the United States District Court for the Eastern District
of New York alleging sexual discrimination against certain present and former
employees of the Company in violation of Title VII of the Civil Rights Act of
1964, as amended. On August 3, 1995, the Court approved a consent decree between
the Company and the EEOC settling the case. The Company denied that it engaged
in any unlawful conduct, and the consent decree expressly acknowledges that the
settlement does not constitute an admission by the Company of any violation of
any law, rule or regulation relating to employment discrimination. The Board of
Directors determined that the settlement was in the best interest of the Company
and its shareholders, considering the expense that would have resulted from
continued litigation and the time and attention of management and employees that
would necessarily have been required.

Pursuant to the settlement, the Company agreed to pay 15 former employees a
total sum of $1,185,000. The settlement also incorporated the Company's revised
sexual harassment policy which includes a revised complaint procedure.

On August 9, 1995, two stockholder derivative actions were filed in the Court of
Chancery of the State of Delaware against members of the Company's Board of
Directors and a former director, as well as the Company as a nominal defendant.
The actions, which have been consolidated, allege breach of fiduciary duty and
waste of corporate assets by the directors in connection with matters alleged in
the lawsuit brought by the EEOC (as described above) and the investigation and
settlement of that lawsuit. The consolidated stockholder derivative action seeks
to compel the directors to account to the Company for amounts paid in connection
with the defense and settlement of the lawsuit brought by the EEOC and seeks
certain other relief. The Company believes that this derivative action is
without merit. Counsel for the directors has filed a motion to dismiss the
action, which is currently pending before the court.

The Company is of the opinion, on the basis of currently available information,
that none of the matters referred to above will have a material effect on the
Company's results of operations or financial condition.

<PAGE>


PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

(a)         Exhibit Index

<TABLE>
<CAPTION>
Item No.          Exhibit                             Exhibit No.             Description
--------          -------                             -----------             -----------

<S>               <C>                                     <C>           <C>
    2             Plan of acquisition                     -             Not Applicable
                  reorganization, arrange-
                  ment, liquidation, or
                  succession.

    3             Articles of Incorporation               1             Certificate of Amendment,
                  and By-Laws                                           filed with Secretary of State
                                                                        of Delaware, on June 4, 1996

    4             Instruments defining the                -             Not Applicable
                  rights of security holders,
                  including indentures.


   10             Material Contracts                      -             Not Applicable


   11             Statement re:  computation              -             Not Applicable
                  of per share earnings.

   15             Letter re:  unaudited interim           -             Not Applicable
                  financial information.

   18             Letter re:  change in account-          -             Not Applicable
                  ing principles.

   19             Report furnished to security            -             Not Applicable
                  holders.

   22             Published report regarding              -             Not Applicable
                  matters submitted to vote of
                  security holders.

   24             Power of Attorney                       -             Not Applicable

   27             Financial Data Schedule                 2              ----

   99             Additional exhibits                     -             Not Applicable
</TABLE>


(b)      Reports on Form 8-K

         None


<PAGE>


                                   SIGNATURES


   
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q/A report to be signed on its behalf by
the undersigned thereunto duly authorized.
    


                                             DEL LABORATORIES, INC.
                                             -----------------------------------
                                             (Registrant)


   
Date:  December 16, 1996                     /s/ Dan K. Wassong
------------------------------------         -----------------------------------
                                             Dan K. Wassong
                                             Chairman, President and
                                             Chief Executive Officer



Date:  December 16, 1996                     /s/ Melvyn C. Goldstein
------------------------------------         -----------------------------------
                                             Melvyn C. Goldstein
                                             Vice President of Finance
                                             and Principal Financial Officer