<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q/A

(MARK ONE)

   /X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

   / /   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.)


                    178 EAB PLAZA, UNIONDALE, NEW YORK 11556
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (516) 844-2020

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

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 November
11, 1999 was 7,365,201.





<PAGE>



                     DEL LABORATORIES, INC. AND SUBSIDIARIES

                                      Index



<TABLE>
<CAPTION>

                                                                                      PAGE
                                                                                      ----
<S>        <C>                                                                        <C>
Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements:

           Consolidated Balance Sheets as of
              September 30, 1999 and December 31, 1998                                  3

           Consolidated Statements of Operations for the three and
              nine months ended September 30, 1999 and 1998                             4

           Consolidated Statements of Cash Flows for the
              nine months ended September 30, 1999 and 1998                             5

           Notes to Consolidated Financial Statements                                   6

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                         10


PART II.  OTHER INFORMATION                                                            13

SIGNATURES                                                                             14
</TABLE>


All other schedules and compliance information called for by the instructions to
Form 10-Q have been omitted since the required information is not present or not
present in amounts sufficient to require submission.



                                       -2-


<PAGE>


PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
               (IN THOUSANDS EXCEPT FOR SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                 September 30      December 31
                                                                    1999             1998
                                                                 ------------      -----------
                                                                 (UNAUDITED)
<S>                                                              <C>             <C>

                                     ASSETS
 Current assets:
    Cash and cash equivalents                                      $    2,549       $   3,731
    Accounts receivable, less allowance for doubtful
    accounts of $1,300 in 1999 and 1998                                46,897          47,116
    Inventories                                                        61,749          55,620
    Deferred income taxes, net                                          3,649           3,649
    Prepaid expenses and other current assets                           5,446           2,975
                                                                    ---------       ---------
           Total current assets                                       120,290         113,091

 Property, plant and equipment, net                                    37,580          37,915
 Intangibles arising from acquisitions, net                            17,321          18,450
 Other assets                                                           8,298           8,018
                                                                    ---------       ---------
           Total assets                                             $ 183,489       $ 177,474
                                                                    =========       =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Notes payable to bank                                           $  14,750       $   3,500
    Current portion of long-term debt                                   3,953             486
    Accounts payable                                                   33,581          35,781
    Accrued liabilities                                                11,850          10,024
    Income taxes payable                                                 --               572
                                                                    ---------       ---------
          Total current liabilities                                    64,134          50,363

Long-term pension liability, less current portion                       7,895           7,895
Deferred income taxes, net                                                719             719
Long-term debt, less current portion                                   60,000          59,400
                                                                    ---------       ---------
          Total liabilities                                           132,748         118,377
                                                                    ---------       ---------

Shareholders' equity:
    Preferred stock $.01 par value, authorized
    1,000,000 shares; no shares issued                                   --              --
    Common stock $1 par value, authorized
    20,000,000 shares; issued 10,000,000 shares                        10,000          10,000
    Additional paid-in capital                                          1,232           1,850
    Accumulated other comprehensive loss                               (1,023)         (1,466)
    Retained earnings                                                  76,297          81,204
                                                                    ---------       ---------
                                                                       86,506          91,588
 Less: Treasury stock, at cost, 2,634,799 shares in 1999
 and  2,490,823 shares in 1998                                        (34,517)        (31,097)
 Receivables for stock options exercised                               (1,248)         (1,394)
                                                                    ---------       ---------
                          Total shareholders' equity                   50,741          59,097
                                                                    ---------       ---------
         Total liabilities and shareholders' equity                 $ 183,489       $ 177,474
                                                                    =========       =========
</TABLE>


                   The accompanying notes are an integral part
                   of the consolidated financial statements.


                                       -3-


<PAGE>


                    DEL LABORATORIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
               (IN THOUSANDS EXCEPT FOR SHARE AND PER SHARE DATA)
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                                 SEPTEMBER 30                    SEPTEMBER 30
                                                 ------------                    ------------
                                               1999           1998            1999              1998
                                               ----           ----            ----              ----
<S>                                     <C>              <C>              <C>              <C>
Net Sales                               $    64,586      $    70,663      $   196,899      $   210,050

Cost of goods sold                           34,748           30,527           93,245           85,385
Selling and administrative expenses          37,289           32,725          106,900          102,321
                                        -----------      -----------      -----------      -----------
  Operating income (loss)                    (7,451)           7,411           (3,246)          22,344

Gain on sale of facility                         --               --            1,734               --

Interest expense                              1,528            1,065            4,270            3,189
Interest income                                 (16)             (57)             (41)            (212)
                                        -----------      -----------      -----------      -----------
  Interest expense, net                       1,512            1,008            4,229            2,977
                                        -----------      -----------      -----------      -----------
Earnings (loss) before income taxes          (8,963)           6,403           (5,741)          19,367
Income taxes                                 (2,897)           2,619           (1,608)           7,927
                                        -----------      -----------      -----------      -----------
  Net earnings (loss)                   $    (6,066)     $     3,784      $    (4,133)     $    11,440
                                        -----------      -----------      -----------      -----------
                                        -----------      -----------      -----------      -----------
Earnings (loss) per common share:
  Basic                                 $     (0.82)     $      0.50      $     (0.56)     $      1.50
                                        -----------      -----------      -----------      -----------
                                        -----------      -----------      -----------      -----------
  Diluted                               $     (0.82)     $      0.47      $     (0.56)     $      1.40
                                        -----------      -----------      -----------      -----------
                                        -----------      -----------      -----------      -----------

Weighted average common
shares outstanding:
  Basic                                   7,356,000        7,569,000        7,386,000        7,599,000
                                        -----------      -----------      -----------      -----------
                                        -----------      -----------      -----------      -----------
  Diluted                                 7,356,000        8,004,000        7,386,000        8,150,000
                                        -----------      -----------      -----------      -----------
                                        -----------      -----------      -----------      -----------
</TABLE>


                  The accompanying notes are an integral part
                    of the consolidated financial statements.



                                      -4-


<PAGE>

                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                 (In thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        SEPTEMBER 30
                                                                              ------------------------------
                                                                              1999                      1998
                                                                              ----                      ----
<S>                                                                          <C>                      <C>
Cash flows from operating activities:
Net earnings (loss)                                                            $(4,133)                 $ 11,440
Adjustments to reconcile net earnings (loss) to net cash
  used in operating activities:
Depreciation and amortization                                                    5,167                     4,891
Provision for doubtful accounts                                                     73                       118
Gain on sale of facility                                                        (1,734)                        -
Other non-cash operating items                                                     719                        97
Changes in operating assets and liabilities:
    Accounts receivable                                                            (87)                  (13,995)
    Inventories                                                                 (6,242)                   (9,980)
    Prepaid expenses and other current assets                                   (2,471)                      380
    Other assets                                                                  (280)                      (32)
    Accounts payable                                                            (1,233)                    1,825
    Accrued liabilities                                                          1,825                    (1,026)
    Income taxes payable                                                           (71)                    1,729
                                                                          -------------             -------------

          Net cash used in operating activities                                 (8,467)                   (4,553)
                                                                          -------------             -------------

Cash flows provided by (used in) investing activities:
    Proceeds from sale of facility                                               2,538                         -
    Property, plant and equipment additions                                     (4,948)                   (4,833)
    Additions to intangibles and other assets, net                                  85                   (11,851)
                                                                          -------------             -------------

         Net cash used in investing activities                                  (2,325)                  (16,684)
                                                                          -------------             -------------


Cash flows provided by financing activities:
    Borrowings under long-term debt, net of
      principal payments of long-term debt                                       4,250                         -
    Borrowings under short-term lines of credit,
      net of repayments                                                         14,750                    14,250
    Repayment of short-term borrowings                                          (3,829)                     (183)
    Decrease in receivables for stock options exercised                              7                         -
    Exercise of stock options                                                        -                        48
    Acquisition of treasury stock                                               (4,539)                   (4,320)
    Dividends paid                                                              (1,037)                     (997)
                                                                          -------------             -------------
          Net cash provided by financing activities                              9,602                     8,798
                                                                          -------------             -------------

Effect of exchange rate changes on cash                                              8                       (18)
                                                                          -------------             -------------

Net decrease in cash and cash equivalents                                       (1,182)                  (12,457)

Cash and cash equivalents at beginning of year                                   3,731                    14,979
                                                                          -------------             -------------

Cash and cash equivalents at end of period                                      $2,549                   $ 2,522
                                                                          =============             =============
</TABLE>

                   The accompanying notes are an integral part
                   of the consolidated financial statements.


                                       -5-


<PAGE>




                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS






 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying unaudited consolidated financial statements of Del
     Laboratories, Inc. and subsidiaries (the Company) have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     Interim results are not necessarily indicative of results for a full year.

     A summary of the Company's significant accounting policies is presented in
     its 1998 Annual Report to Shareholders. Users of financial information
     produced for interim periods are encouraged to refer to the footnotes
     contained in the Annual Report to Shareholders when reviewing interim
     financial results.

     In the opinion of management, the accompanying interim financial statements
     contain all material adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the consolidated financial
     position, results of operations and cash flows of the Company for interim
     periods.



  2. INVENTORY

     Classification of inventories were as follows (in thousands):

<TABLE>
<CAPTION>
                                                          September 30                    December 31
                                                              1999                            1998
                                                              ----                            ----
<S>                                                     <C>                               <C>
                  Raw Materials                           $ 39,410                         $ 26,912
                  Work In Process                            5,182                            6,247
                  Finished Goods                            17,157                           22,461
                                                          --------                        ----------
                                                          $ 61,749                         $ 55,620
                                                          ========                         ========
</TABLE>



3.    INTANGIBLE ASSETS ARISING FROM ACQUISITION

      In September 1999, the Company entered into an agreement with the former
      owner of CornSilk, related to its fiscal 1998 acquisition of the CornSilk
      brand of facial make-up. Under the provisions of this agreement
      adjustments to the original purchase price were negotiated. As a
      result the intangible assets arising from this acquisition were reduced by
      approximately $482,000.



 4. EARNINGS (LOSS) PER SHARE

    Basic earnings (loss) per share is computed by dividing income (loss)
    available to common shareholders (which for the Company equals its recorded
    net income (loss)) by the weighted-average number of common shares
    outstanding during the period. Diluted earnings per share reflects the
    potential dilution that could occur if securities or other contracts to
    issue common stock, such as stock options, were exercised, converted into
    common stock or otherwise resulted in the issuance of common stock.


                                                      -6-

<PAGE>

     4.  EARNINGS (LOSS) PER SHARE (CONTINUED)

         A reconciliation between the numerators and denominators of the basic
         and diluted income per common share is as follows:


<TABLE>
<CAPTION>
                                              (Amounts in thousands, except per share data)
                                               Three Months Ended        Nine Months Ended
                                                  September 30             September 30
                                                1999         1998        1999         1998
                                              -------      -------     -------      -------
<S>                                           <C>          <C>         <C>          <C>
Net earnings (loss) (numerator)               $(6,066)     $ 3,784     $(4,133)     $11,440
                                              -------      -------     -------      -------
Weighted-average common shares
   (denominator for basic earnings (loss)
   per share)                                   7,356        7,569       7,386        7,599

Effect of dilutive securities:

   Employee stock options                          --          435          --          551
Weighted-average common and potential
   common shares outstanding
   (denominator for diluted earnings
   (loss) per share)                            7,356        8,004       7,386        8,150
                                              -------      -------     -------      -------
Basic earnings (loss) per share               $ (0.82)     $  0.50     $ (0.56)     $  1.50
                                              -------      -------     -------      -------
Diluted earnings (loss) per share             $ (0.82)     $  0.47     $ (0.56)     $  1.40
                                              -------      -------     -------      -------
</TABLE>

         Employee stock options for 1,685,000 and 127,000 shares for the periods
         ended September 30, 1999 and 1998, respectively, were not included in
         the net earnings per share because their effect would have been
         anti-dilutive.


    5.   COMPREHENSIVE INCOME (LOSS)


         Effective January 1, 1998, the Company adopted SFAS No. 130,
         "Reporting Comprehensive Income". This Statement requires that all
         items recognized under accounting standards as components of
         comprehensive income be reported in a financial statement that is
         displayed with the same prominence as other financial statements. Other
         comprehensive income may include foreign currency translation
         adjustments, minimum pension liability adjustments and unrealized gains
         and losses on marketable securities classified as available for sale.
         The components of comprehensive income (loss) for the three months and
         nine months ended September 30, 1999 and 1998 are as follows:


<TABLE>
<CAPTION>
                                          Three Months Ended         Nine Months Ended
                                            September 30                September 30
                                       ----------------------      ----------------------
                                         1999          1998          1999          1998
                                       --------      --------      --------      --------
<S>                                    <C>           <C>           <C>           <C>
Net earnings (loss)                    $ (6,066)     $  3,784      $ (4,133)     $ 11,440
Other comprehensive income (loss):
  Foreign currency translation              225           (27)          443           (61)
                                       --------      --------      --------      --------
Total comprehensive income (loss)      $ (5,841)     $  3,757      $ (3,690)     $ 11,379
                                       --------      --------      --------      --------
                                       --------      --------      --------      --------
</TABLE>


                                       -7-



<PAGE>


    6.   GAIN ON SALE OF FACILITY

         In February, 1999, the Company sold a warehouse facility in Plainview,
         New York for net proceeds of $2.5 million. At December 31, 1998, this
         facility was included in property, plant and equipment and was
         accounted for as a held for sale asset.


    7.   SEGMENT INFORMATION

         At December 31, 1998, the Company adopted SFAS No. 131, "Disclosures
         about Segments of an Enterprise and Related Information". This
         statement established standards for reporting information about
         operating segments and related disclosure about products and services
         and geographic areas. The Company operates in two segments, Cosmetic
         and Pharmaceutical, that have been organized by the products and
         services they offer. The Cosmetic segment's principal products are nail
         care, nail color, color cosmetics, beauty implements, bleaches and
         depilatories, personal care products and other related cosmetic items.
         The Pharmaceutical segment's principal products are proprietary oral
         analgesics, acne treatment products and first aid products. The
         accounting policies of the segments are the same as those described in
         the summary of significant accounting policies. The Company evaluates
         the performance of its operating segments based on operating income.
         Certain assets, including property, plant and equipment and deferred
         tax assets, are not allocated to the identifiable segments. However,
         depreciation and amortization of unallocated assets are charged to each
         segment.

<TABLE>
<CAPTION>
                                    Three Months Ended             Nine Months Ended
                                       September 30                  September 30
                                   -----------------------     ----------------------
                                    1999          1998          1999           1998
                                  ---------      ---------     ---------      ---------
                                      (in thousands)               (in thousands)
<S>                               <C>            <C>           <C>            <C>
Net sales
         Cosmetic                 $  48,403      $  54,682     $ 149,902      $ 164,712
         Pharmaceutical              16,183         15,981        46,997         45,338
                                  ---------      ---------     ---------      ---------
         Consolidated             $  64,586      $  70,663     $ 196,899      $ 210,050
                                  ---------      ---------     ---------      ---------
                                  ---------      ---------     ---------      ---------

Operating income (loss)
         Cosmetic                 $ (10,307)     $   3,269     $ (10,034)     $  13,339
         Pharmaceutical               2,856          4,142         6,788          9,005
                                  ---------      ---------     ---------      ---------
         Consolidated             $  (7,451)     $   7,411     $  (3,246)     $  22,344
                                  ---------      ---------     ---------      ---------
                                  ---------      ---------     ---------      ---------

Gain on asset sale                $      --      $      --     $   1,734      $      --
Interest expense, net             $   1,512      $   1,008     $   4,229      $   2,977
                                  ---------      ---------     ---------      ---------
Earnings (loss) before taxes      $  (8,963)     $   6,403     $  (5,741)     $  19,367
                                  ---------      ---------     ---------      ---------
                                  ---------      ---------     ---------      ---------

Depreciation and amortization
         Cosmetic                 $   1,681      $   1,569     $   4,838      $   4,559
         Pharmaceutical                 114            109           329            332
                                  ---------      ---------     ---------      ---------
         Consolidated             $   1,795      $   1,678     $   5,167      $   4,891
                                  ---------      ---------     ---------      ---------
                                  ---------      ---------     ---------      ---------
</TABLE>


8.       FINANCING ARRANGEMENTS

         Under the Company's senior note facility, the Company must meet an
         earnings-based financial test in order to declare and pay cash
         dividends. As a result of the net loss in the third quarter of 1999,
         the Company is unable to meet this financial test and is therefore
         restricted from paying a cash dividend for the third quarter of
         1999. Further, under the Company's $20 million revolving credit
         facility, the Company is prohibited from declaring cash dividends
         until October 1, 2001.

         As a result of the net loss in the third quarter of 1999, the
         Company did not meet certain earnings-based financial covenants
         contained in its $20 million revolving credit facility. As of
         November 12, 1999, the lender under this facility waived compliance
         by the Company with these covenants for the third quarter and amended
         these covenants through October 1, 2001, the revised maturity date of
         the facility.


9.       ASSET HELD FOR SALE

         The Company is in contract for the sale of land in Farmingdale, New
         York with estimated proceeds of $2,250,000. At September 30, 1999, this
         land was included in property, plant and equipment, with a net book
         value of approximately $800,000.

                                       -8-


<PAGE>



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

(1) RESULTS OF OPERATIONS

    THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 1999 VERSUS SEPTEMBER 1998

    NET SALES

    Net sales for the third quarter of 1999 were $64.6 million, a decrease of
    8.6% compared to $70.7 million in 1998. Net sales for the first nine months
    of 1999 were $196.9, a decrease of 6.3% compared to $210.1 million in 1998.

    Cosmetic net sales for the third quarter were $48.4 million, a decrease of
    11.5% compared to $54.7 million in 1998. Cosmetic net sales for the first
    nine months of 1999 were $149.9 million, a decrease of 9.0% compared to
    $164.7 million in 1998. The net sales decrease is due primarily to lower
    shipments of the Naturistics cosmetics and bath & body care line and higher
    product returns.

    Pharmaceutical net sales for the third quarter of 1999 were $16.2 million,
    an increase of 1.3% compared to $16.0 million in 1998. Pharmaceutical net
    sales for the first nine months of 1999 were $47.0 million, an increase of
    3.7% compared to $45.3 million in 1998. The increase is primarily due to
    growth in the Orajel family of products.


    COST OF SALES

    Cost of sales for the third quarter of 1999 were $ 34.7 million, or 53.8% of
    net sales, as compared to $30.5 million, or 43.2% of net sales in 1998. Cost
    of sales for the nine months of 1999 were $93.2 million, or 47.3% of net
    sales, compared to $85.4 million, or 40.6% of net sales in 1998. The
    increase in cost of sales, as a percentage of net sales, is due primarily to
    lower shipments of the Naturistics cosmetics and bath & body care line and
    an increase in the provision for product returns due to the high level of
    unanticipated returns the Company continues to experience. Also included in
    the cost of sales for the third quarter of 1999 is an increase in the
    inventory valuation reserve of $4.5 million to reflect the estimated market
    value of the Naturistics inventory pursuant to the Company's plan to reduce
    excess and slow moving inventory of such brands.


    SELLING AND ADMINISTRATIVE EXPENSES

    Selling and administrative expenses for the third quarter of 1999 were $37.3
    million, or 57.7% of net sales, compared to $32.7 million, or 46.3% of net
    sales in 1998. Selling and administrative expenses for the first nine months
    of 1999 were $106.9 million, or 54.3% of net sales, compared to $102.3
    million or 48.7% in 1998. The increase in the third quarter was primarily
    attributable to increased advertising and promotional expenses which are
    subject to quarterly variability due to the timing of such expenses. The
    increase as a percentage of net sales is also attributable to the negative
    impact of product returns on net sales.


     GAIN ON SALE OF FACILITY

     In February 1999, the Company sold a warehouse facility in Plainview, New
     York for $2.7 million. At December 31, 1998, this facility was included in
     property, plant and equipment and was accounted for as a held for sale
     asset.


    NET INTEREST EXPENSE

    Interest expense, net of interest income, for the first nine months of 1999
    was $4.2 million, compared to $3.0 million in 1998. Interest expense, net of
    interest income, for the third quarter of 1999 was $1.5 million compared to
    $1.0 million in 1998. The increase is due to higher average borrowings
    during the first nine months of 1999, as compared to the first nine months
    of 1998, principally due to the financing of the acquisition of intellectual
    property rights and other assets of the CornSilk brand of facial make-up in
    May 1998, and an increase in short-term borrowings with banks.


                                       -9-


<PAGE>



      PROVISION FOR INCOME TAXES

      The Company recorded a tax benefit of $2.9 million and $1.6 million for
      the three and nine months ended September 30, 1999, respectively, based on
      an estimated 28% tax benefit for the year ending December 31, 1999,
      compared to an effective annual tax rate of 41% in 1998. The tax benefit
      recorded in the third quarter includes the reversal of $.4 million of
      previously recorded tax provisions in the first and second quarter of 1999
      as a result of the change in the estimated annual effective tax rate
      (benefit).

      NET EARNINGS

      For the nine months ended September 30, 1999, the Company had a net loss
      of $4.1 million, compared to net earnings in 1998 of $11.4 million. For
      the three months ended September 30, 1999 the Company had a net loss of
      $6.1 million, compared to net earnings of $3.8 million in 1998.The net
      loss is primarily attributable to lower shipments of the Naturistics
      cosmetics and bath & body care line, higher product returns, and an
      increase in the inventory valuation reserve for the Naturistics brand.


(2)   LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 1999 and 1998, the Company had cash and cash equivalents
      of $2.5 million.

      Net cash used in operating activities was $8.5 million for the nine months
      ended September 30, 1999, primarily due to an increase in inventories of
      $6.2 million to support new product lines and promotional sales.

      Cash of $2.5 million was provided by the sale of a facility in the first
      quarter of 1999. Cash used for property, plant and equipment additions was
      $4.9 million for the nine months ended September 30, 1999, compared to
      $4.8 million in 1998.

      Net cash provided by financing activities for the nine months ended
      September 30, 1999 was $9.6 million, due primarily to proceeds received
      under a four year revolving credit agreement with a bank and short-term
      borrowings under lines of credit with banks, partially offset by
      repayments of short-term borrowings and acquisition of treasury stock.

      Under the Company's senior note facility, the Company must meet an
      earnings-based financial test in order to declare and pay cash
      dividends. As a result of the net loss in the third quarter of 1999,
      the Company is unable to meet this financial test and is therefore
      restricted from paying a cash dividend for the third quarter of
      1999. Further, under the Company's $20 million revolving credit
      facility, the Company is prohibited from declaring cash dividends
      until October 1, 2001.

      As a result of the net loss in the third quarter of 1999, the Company did
      not meet certain earnings-based financial covenants contained in its
      $20 million revolving credit facility. As of November 12, 1999, the
      lender under this facility waived compliance by the Company with these
      covenants for the third quarter and amended these covenants through
      October 1, 2001, the revised maturity date of the facility.

      The Company currently is in discussion with lenders to refinance its
      existing short-term and long-term financing arrangements in order to
      provide sufficient liquidity to the Company for the foreseeable future,
      when considered together with cash from future operations and cash on
      hand. However, there can be no assurance that a new long-term financing
      arrangement will become available to the Company or that the terms of
      this new financing will be at least as favorable to the Company as the
      terms of its existing financing arrangements.

      YEAR 2000 CONVERSION

      The Company has addressed the issue of many existing computer programs
      using only the last two digits to refer to a year. Some of these
      computer programs do not properly recognize a year that begins with
      "20" instead of the familiar "19". If not corrected, many computer
      applications could fail or create erroneous results. A committee
      specifically created to resolve Year 2000 issues meets regularly. It is
      led by a member of the Board of Directors and comprised of senior
      corporate executives and an outside expert, as well as sub-committees
      and task forces.


      The Company's efforts to identify and address issues relating to its
      readiness for Year 2000 have included the following: the identification
      phase (100% complete) consisting of development of an inventory of
      computer based systems, software, third party programs and all hardware
      including embedded microprocessors. The assessment phase (100% complete)
      has focused on the identification of those applications most critical to
      the business including examination of all coding used for date
      calculations. The remediation phase (100% complete) consisting of systems
      changes, where necessary, by replacement, modification or upgrade. The
      testing phase (approximately 95% complete) includes unit tests of each



                                      -10-

<PAGE>

      application followed by fully integrated systems tests with dates rolled
      forward on test machines to check performance and computational accuracy.
      All significant suppliers, customers and financial institutions, as well
      as all customers doing business electronically with the Company, have been
      contacted in order to identify potential areas of concern. Final
      integration tests are anticipated to be completed by December 1, 1999.

     The Company currently estimates that remediation costs will approximate
     $1,000,000 for replacement systems, discovery tools and expenses necessary
     to achieve Year 2000 compliance.

     Improper or inadequate remediation of Year 2000 problems by parties with
     whom the Company does business could adversely affect the Company's supply
     chain and subsequently the ability to effectively manage production and
     distribution activities. In addition, administrative functions essential to
     the day to day operations of the business could be impaired if Year 2000
     remediation is not completed in a timely manner. Due to the general
     uncertainty inherent in the Year 2000 problem, resulting primarily from the
     uncertainty of the Year 2000 readiness of parties with whom the Company
     does business, the Company is unable to determine at this time whether the
     consequences of Year 2000 failures will have a material impact on the
     Company's results of operations, liquidity or financial condition.

     The Company has identified and documented potential business disruptions
     and continuity planning procedures. This activity has focussed on potential
     failures of internal and external systems required to carry out normal
     business operations, including services provided by the public
     infrastructure such as electric power, transportation and
     telecommunications.

     The above comments on the Year 2000 issue contain forward-looking
     statements relating to the Company's plans, strategies, objectives,
     intentions, and resources that should be read in conjunction with the
     following disclosure on Forward-Looking Statements.


     NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board issued Statement of Financial
     Accounting Standard No. 133, "Accounting for Derivative Instruments and
     Hedging Activities" (SFAS No. 133) as amended by SFAS 137, which is
     effective for quarters of fiscal years beginning after June 15, 2000. SFAS
     No. 133 provides guidance for accounting for all derivative instruments,
     including certain derivative instruments embedded in other contracts, and
     for hedging activities. The Company does not believe that the
     implementation of SFAS No. 137 will have a significant impact on its
     financial position or results of operations.

     FORWARD - LOOKING STATEMENTS

     Management's Discussion and Analysis of the Results of Operations and
     Financial Condition and other sections of this Form 10-Q include
     "forward-looking statements" within the meaning of Section 27A of the
     Securities Act of 1933 and Section 21E of the Securities and Exchange Act
     of 1934 (the "Exchange Act"). All statements other than statements of
     historical information provided herein are forward-looking statements and
     may contain information about financial results, economic conditions,
     trends and known uncertainties. The forward-looking statements contained
     herein are subject to certain risks and uncertainties that could cause
     actual results to differ materially from those reflected in the
     forward-looking statements. Factors that might cause such a difference
     include, but are not limited to, delays in introducing new products or
     failure of consumers to accept new products, actions by competitors which
     may result in mergers, technology improvement or new product introductions,
     the dependence on certain national chain drug stores and mass merchandiser
     relationships due to the concentration of sales generated by such chains,
     changes in fashion oriented color cosmetics trends, and trends in the
     general economy.

     Readers are cautioned not to place undue reliance on these forward-looking
     statements, which reflect management's analysis, judgment, belief or
     expectation only as of the date hereof. The Company undertakes no
     obligation to publicly revise these forward-looking statements to reflect
     events or circumstances that arise after the date hereof. In addition to
     the disclosure contained herein, readers should carefully review any
     disclosure of risks and uncertainties contained in other documents the
     Company files or has filed from time to time with the Securities and
     Exchange Commission pursuant to the Exchange Act.

                                      -11-

<PAGE>

     PART II - OTHER INFORMATION



     Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibit 10.1    Second Amendment and Waiver, dated as of
                                 November 12, 1999, to the Loan Agreement
                                 dated as of December 31, 1998, as amended,
                                 by and among the Company, Del Pharmaceuticals,
                                 Inc. and The Chase Manhattan Bank.

                 Exhibit 27.1    Financial Data Schedule (filed previously).

            (b)  Reports on Form 8-K

                 None




                                      -12-



<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                             DEL LABORATORIES, INC.
                                             (Registrant)



DATE:    NOVEMBER 16, 1999                   /s/ DAN K. WASSONG
---------------------------------------      -----------------------------------
                                             Dan K. Wassong
                                             Chairman, President and
                                             Chief Executive Officer








DATE:    NOVEMBER 16, 1999                   /s/ ENZO J. VIALARDI
---------------------------------------      ------------------------------
                                             Enzo J. Vialardi
                                             Executive Vice President and
                                             Chief Financial Officer
                                             (Principal Accounting Officer)



                                      -13-