SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(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, 2002


                     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 August 12,
2002 was 8,662,764.





<PAGE>





                     DEL LABORATORIES, INC. AND SUBSIDIARIES

                                      Index






Part I.      FINANCIAL INFORMATION
                                                                           PAGE

Item 1.      Financial Statements:

             Consolidated Balance Sheets as of
                June 30, 2002 and December 31, 2001                          3

             Consolidated Statements of Earnings for the three and six
                months ended June 30, 2002 and 2001                          4

             Consolidated Statements of Cash Flows for the
                six months ended June 30, 2002 and 2001                      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

Item 4.      Submission of Matters to a Vote of Security Holders             15

Item 6.      Exhibits and Reports on Form 8-K                                15




SIGNATURES                                                                   16


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>

<TABLE>
<CAPTION>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2002 and December 31, 2001
               (In thousands except for share and per share data)


                                                                    June 30     December 31
                                                                      2002          2001
                                                                  -----------   -----------
                                                                  (UNAUDITED)
        ASSETS

Current assets:
<S>                                                                <C>          <C>
        Cash and cash equivalents                                  $   1,594    $   2,688
        Accounts receivable-less allowance for doubtful accounts
           of $4,950 in 2002 and $4,200 in 2001                       62,580       52,797
        Inventories                                                   68,414       62,678
        Deferred income taxes                                          6,300        6,300
        Prepaid expenses, taxes and other current assets               2,119        2,302
                                                                   ---------    ---------

                    Total current assets                             141,007      126,765

Property, plant and equipment, net                                    35,220       35,237
Intangibles                                                            8,719        9,057
Goodwill                                                               6,282        6,282
Other assets                                                          10,268        9,361
Deferred income taxes                                                  5,250        5,250
                                                                   ---------    ---------

                    Total assets                                   $ 206,746    $ 191,952
                                                                   =========    =========

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
        Current portion of long-term debt                          $   8,373    $   4,339
        Accounts payable                                              25,789       21,101
        Accrued liabilities                                           26,471       22,010
        Income taxes payable                                            --          4,137
                                                                   ---------    ---------

                    Total current liabilities                         60,633       51,587

Long-term pension liability, less current portion                      9,613        9,613
Deferred income taxes                                                  3,880        3,880
Long-term debt, less current portion                                  57,732       61,989
                                                                   ---------    ---------

                    Total liabilities                                131,858      127,069
                                                                   ---------    ---------

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                                     1,807          835
        Accumulated other comprehensive loss                          (1,809)      (2,250)
        Retained earnings                                             86,528       76,991
                                                                   ---------    ---------

                                                                      96,526       85,576

        Less: Treasury stock at cost, 1,340,236 shares
                   in 2002 and 1,505,256 shares in 2001              (20,849)     (19,758)
                   Receivables for stock options exercised              (789)        (935)
                                                                   ---------    ---------
                    Total shareholders' equity                        74,888       64,883
                                                                   ---------    ---------

                    Total liabilities and shareholders' equity     $ 206,746    $ 191,952
                                                                   =========    =========
</TABLE>


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

                                      - 3 -




<PAGE>

<TABLE>
<CAPTION>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
               (In thousands except for share and per share data)
                                   (UNAUDITED)




                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                        JUNE 30                      JUNE 30
                                                        -------                      -------
                                                  2002           2001          2002            2001
                                              -----------    -----------    -----------    -----------

<S>                                           <C>            <C>            <C>            <C>
Net sales                                     $    93,262    $    80,512    $   173,202    $   147,239

Cost of goods sold                                 44,979         38,944         82,356         70,502
Selling and administrative expenses                39,663         34,058         75,080         64,938
                                              -----------    -----------    -----------    -----------

Operating income                                    8,620          7,510         15,766         11,799

Other income (expense):
    Gain on sale of land                             --             --            2,428           --
    Interest expense, net                          (1,126)        (1,863)        (2,344)        (3,824)
    Other expense, net                               (106)          (104)          (216)          (204)
                                              -----------    -----------    -----------    -----------

Earnings before income taxes                        7,388          5,543         15,634          7,771
Income taxes                                        2,799          2,228          6,097          3,186
                                              -----------    -----------    -----------    -----------
Net earnings                                  $     4,589    $     3,315    $     9,537    $     4,585
                                              ===========    ===========    ===========    ===========

Earnings per common share:
    Basic                                     $      0.53    $      0.39    $      1.11    $      0.54
                                              ===========    ===========    ===========    ===========
    Diluted                                   $      0.51    $      0.39    $      1.07    $      0.54
                                              ===========    ===========    ===========    ===========

Weighted average common shares outstanding:
    Basic                                       8,616,000      8,435,000      8,560,000      8,413,000
                                              ===========    ===========    ===========    ===========
    Diluted                                     9,060,000      8,465,000      8,932,000      8,452,000
                                              ===========    ===========    ===========    ===========

</TABLE>










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



                                     - 4 -



<PAGE>

<TABLE>
<CAPTION>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                 (In thousands)
                                   (UNAUDITED)

                                                                       June 30
                                                                       -------

                                                                  2002         2001
                                                                --------    --------
Cash flows from operating activities:
<S>                                                             <C>         <C>
Net earnings                                                    $  9,537    $  4,585
Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
Depreciation and amortization                                      3,609       3,919
Provision for doubtful accounts                                      872         244
Gain on sale of land                                              (2,428)       --
Other non-cash operating items                                       128         213
Changes in operating assets and liabilities:
    Accounts receivable                                          (10,540)     (3,971)
    Inventories                                                   (5,368)     (1,740)
    Prepaid expenses, taxes and other current assets                 182          57
    Other assets                                                    (888)       (176)
    Accounts payable                                               4,553       5,513
    Accrued liabilities                                            4,386         686
    Income taxes payable                                          (1,727)        544
                                                                --------    --------

          Net cash provided by operating activities                2,316       9,874
                                                                --------    --------

Cash flows provided by (used in) investing activities:
    Net proceeds from sale of land                                 2,940          13
    Property, plant and equipment additions                       (3,596)     (2,371)
                                                                --------    --------

         Net cash used in investing activities                      (656)     (2,358)
                                                                --------    --------

Cash flows provided by (used in) financing activities:
    Principal borrowings (payments) under long-term debt, net       (273)     (6,082)
    Receivables for stock options exercised                            6           3
    Exercise of stock options                                         32        --
    Acquisition of treasury stock                                 (2,489)       (274)
                                                                --------    --------

          Net cash used in financing activities                   (2,724)     (6,353)
                                                                --------    --------

Effect of exchange rate changes on cash                              (30)        (17)
                                                                --------    --------

Net (decrease) increase in cash and cash equivalents              (1,094)      1,146

Cash and cash equivalents at beginning of year                     2,688       2,910
                                                                --------    --------

Cash and cash equivalents at end of period                      $  1,594    $  4,056
                                                                ========    ========

Supplemental disclosures:
Cash paid:
    Interest                                                    $  2,209    $  3,727
    Income taxes                                                $  8,103    $  2,684
</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
               (In thousands, except for share and per share data)


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 accounting principles generally accepted in the United
       States of America 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 accounting principles generally
       accepted in the United States of America for complete financial
       statements. Interim results are not necessarily indicative of results for
       a full year.

       On January 1, 2002, the Company adopted the Emerging Issues Task Force
       ("EITF") Issue No. 00-14, "Accounting for Certain Sales Incentives" and
       EITF Issue No. 00-25, "Vendor Income Statement Characterization of
       Consideration Paid to a Reseller of the Vendor's Products". EITF Issue
       No. 00-14, "Accounting for Certain Sales Incentives" requires that sales
       incentives offered voluntarily by a vendor, without charge, to customers
       that can be used in, or that are exercisable by a customer as a result of
       a single exchange transaction be recorded as a reduction from revenue.
       Previously, these items were included in selling and administrative
       expenses. EITF Issue No. 00-25, "Vendor Income Statement Characterization
       of Consideration Paid to a Reseller of the Vendor's Products" requires
       that unless specific criteria are met, consideration from a vendor to a
       retailer (e.g., "slotting fees", "cooperative advertising arrangements",
       "buy downs", etc.) be recorded as a reduction from revenue. As result of
       the adoption on January 1, 2002, of EITF Issue No. 00-14 and EITF Issue
       No. 00-25, costs of $8,560 and $7,425 for the three months ended June 30,
       2002 and 2001, respectively, and costs of $16,326 and $13,436 for the six
       months ended June 30, 2002 and 2001, respectively, were recorded as a
       reduction of net sales. In 2001, such costs were included in selling and
       administrative expenses and have been reclassified to conform with
       current year presentation.

       Effective January 1, 2002, the Company adopted SFAS No. 141, "Business
       Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
       SFAS No. 141 requires that all business combinations initiated after June
       30, 2001 be accounted for under the purchase method only and that certain
       acquired intangible assets in a business combination be recognized as
       assets apart from goodwill. Since the Company did not enter into any
       business combinations subsequent to June 30, 2001, the adoption of SFAS
       No. 141 did not have an impact on the Company's consolidated financial
       statements. During the first quarter of 2002, the Company performed the
       required SFAS No. 142 impairment tests of goodwill and intangible assets
       as of January 1, 2002, and determined that no adjustment to the asset
       values or to the useful lives of the intangible assets is required. This
       determination, as well as the fact that the Company's goodwill was
       recorded prior to October 31, 1970 and therefor, was not subject to
       amortization prior to the adoption of SFAS No. 142 resulted in earnings
       per share information for the three and six months ended June 30, 2002
       being comparative with the corresponding period in the prior year. The
       Company does not have any intangible assets, other than goodwill, with
       indefinite useful lives.

       A summary of the Company's critical and significant accounting policies
       are presented in its 2001 Form 10-K. Users of financial information
       produced for interim periods are encouraged to refer to the footnotes
       contained in the Form 10-K when reviewing interim financial results.

       In the opinion of management, the accompanying interim consolidated
       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. Certain reclassifications were made to
       prior year amounts in order to conform to current year presentation.


2.     INVENTORIES

       Inventories are valued at the lower of cost (principally first-in,
       first-out) or market value. The Company records adjustments to the cost
       of inventories based upon its forecasted plans to sell, historical scrap
       and disposal rates and physical condition of the inventories. The
       components of inventories are as follows:

                                                    June 30        December 31
                                                     2002             2001
                                                     ----             ----

                     Raw Materials              $   44,954         $  29,114
                     Work In Process                 3,806             3,893
                     Finished Goods                 19,654            29,671
                                                ----------         ---------
                                                $   68,414         $  62,678
                                                ==========         =========

                                      - 6 -


<PAGE>



3.     INTANGIBLES

       Intangibles arising from acquisitions are as follows:

                                                       June 30, 2002
                                                       -------------
                                               Gross                       Net
                                             Carrying      Accumulated     Book
                                               Value       Amortization    Value
                                               -----       ------------    -----

            Intellectual property rights      $10,558        $2,214      $8,344
            Trademarks                          3,000         2,625         375
                                              -------        ------      ------
                                              $13,558        $4,839      $8,719
                                              =======        ======      ======

       Amortization expense amounted to $169 and $220 for the three months ended
       June 30, 2002 and 2001, respectively, and amounted to $338 and $440 for
       the six months ended June 30, 2002 and 2001, respectively. The estimated
       amortization expense for the fiscal years ending December 31, 2002, 2003,
       2004, 2005, and 2006, is $678, $678, $678, $528, and $528, respectively.
       The original useful lives were 20 years for intellectual property rights
       and trademarks. Upon adoption of SFAS No. 142 as of January 1, 2002, the
       remaining useful lives were still deemed appropriate.


4.     LONG-TERM DEBT

                                                   June 30          December 31
                                                     2002              2001
                                                    -----              ----

           9.5% senior notes                       $32,000           $36,000
           Notes payable under revolving
               credit agreement                     28,900            25,000
           Mortgages on land and buildings           5,205             5,328
                                                   -------           -------
                                                   $66,105           $66,328
           Less current portion                      8,373             4,339
                                                   -------           -------
                                                   $57,732           $61,989
                                                   =======           =======

       On March 26, 2002, the senior notes were amended and restated. The senior
       note holder executed a Release and Termination Agreement of the
       collateral liens granted in the previous amendment. The notes require
       annual principal repayments of $8,000 on May 31, 2003 and May 31, 2004
       and $16,000 on May 31, 2005. The amended agreement is unsecured and
       includes covenants, which provide among other things for the maintenance
       of financial covenants and ratios relating to consolidated net worth,
       restrictions on cash dividends, the purchase of treasury stock and
       certain other expenditures.

       On March 26, 2002, the Company amended and restated the revolving credit
       agreement entered into in December 1998 and amended on February 25, 2000.
       The amendment provides credit of $45,000 and extends the expiration to
       March 26, 2005. Under the terms of the agreement, interest rates on
       borrowings are based on, at the Company's option, LIBOR or prime rates.
       The terms of the agreement include a commitment fee based on unutilized
       amounts and an annual agency fee. The new deferred financing fees
       associated with the March 26, 2002 amendment and the unamortized deferred
       financing fees related to the February 25, 2000 agreement are now being
       amortized over the term of the new agreement. Covenants provide among
       other things, for the maintenance of financial covenants and ratios
       relating to consolidated net worth, restrictions on cash dividends, the
       purchase of treasury stock and certain other expenditures. The agreement
       is unsecured and no compensating balances are required. The lenders
       executed a Release and Termination Agreement of the collateral liens
       granted in the amended February 25, 2000 revolving credit agreement.


5.     PLANT CLOSURE

       On June 26, 2001, the Company announced that it would initiate a series
       of actions resulting in a full closure of the Newark, New Jersey
       manufacturing facility by the end of the first quarter of 2002. It was
       estimated that the plant closure would result in the termination of
       approximately 70 production and clerical employees. Estimated severance,
       pension curtailment and other exit plan expenses of $226 were recorded in
       the second quarter of 2001. During the second quarter of 2002, an
       additional $45 in exit plan expenses was recorded. As of June 30, 2002,
       manufacturing operations have ceased, a total of 67 production and
       clerical employees were terminated and $260 of exit costs were expended.
       The Company believes that the accrued exit cost liability of $11 at June
       30, 2002 is adequate for the balance of costs to be incurred.

                                      - 7 -



<PAGE>


6.     SALE OF LAND

       On February 13, 2002, the Company sold 13.5 acres of vacant land in
       Farmingdale, New York to an unrelated third party for gross proceeds of
       $3,335 which was reduced by $160 for closing costs. In addition, $235 of
       the sales price will be paid by the purchaser upon the earlier of
       February 13, 2003 or two business days after receipt by the purchaser of
       a certificate of occupancy on any building constructed on such land. The
       land was included in property, plant and equipment at December 31, 2001,
       with a book value of $500. After transaction related costs of $407, a
       gain of $2,428 ($1,457 after-tax, or $0.17 per basic share) was recorded
       in the first quarter. In connection with this sale, an option was granted
       to the buyer for the remaining 8.5 acres of improved land and buildings
       owned by the Company. The option is for a purchase price of no less than
       $5,000 and cannot be exercised before December 1, 2004 or after December
       1, 2005.



7.     EARNINGS PER SHARE

       Basic earnings per share is computed by dividing income available to
       common shareholders (which for the Company equals its recorded net
       earnings) 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.

       On November 20, 2001, the Company's Board of Directors approved a 5%
       stock dividend. As a result, 404,510 shares of treasury stock were issued
       on December 28, 2001 to shareholders of record on December 1, 2001.
       Accordingly, the weighted-average common shares outstanding in the
       consolidated statements of earnings for the three and six months ended
       June 30, 2001, have been adjusted to reflect the dividend.

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

<TABLE>
<CAPTION>


                                                         Three Months Ended  Six Months Ended
                                                               June 30           June 30
                                                                -------           -------
                                                             2002      2001     2002     2001
                                                             ----      ----     ----     ----

       <S>                                                  <C>      <C>      <C>      <C>
       Net earnings (numerator)                             $4,589   $3,315   $9,537   $4,585
                                                            ------   ------   ------   ------

       Weighted-average common shares
          (denominator for basic earnings per share)         8,616    8,435    8,560    8,413

       Effect of dilutive securities:
          Employee stock options                               444       30      372       39
                                                            ------   ------   ------   ------

       Weighted-average common and potential
          common shares outstanding
          (denominator for diluted earnings per share)       9,060    8,465    8,932    8,452
                                                            ======   ======   ======   ======

       Basic earnings per share                             $ 0.53   $ 0.39   $ 1.11   $ 0.54
                                                            ======   ======   ======   ======

       Diluted earnings per share                           $ 0.51   $ 0.39   $ 1.07   $ 0.54
                                                            ======   ======   ======   ======
</TABLE>



       Employee stock options of 313,000 and 1,605,000 shares for the three
       months ended June 30, 2002 and 2001, respectively, and 374,000 and
       1,695,000 shares for the six months ended June 30, 2002 and 2001,
       respectively, were not included in the net earnings per share calculation
       because their effect would have been anti-dilutive.

       As a result of stock options exercised during the first half of 2002, the
       corresponding tax benefit of $2,337 was recorded as a reduction to income
       taxes payable and as an increase in additional paid-in capital.

                                      - 8 -

<PAGE>


8.     COMPREHENSIVE INCOME

       The components of comprehensive income for the three and six months
       ended June 30, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>

                                           Three Months Ended   Six Months Ended
                                                 June 30             June 30
                                                 -------             -------
                                             2002      2001       2002      2001
                                            -----      ----       ----      ----

<S>                                        <C>       <C>         <C>       <C>
       Net earnings                        $ 4,589   $ 3,315     $ 9,537   $ 4,585

       Foreign currency translation            464       305         441      (105)
                                           -------   -------     -------   -------

       Total comprehensive income          $ 5,053   $ 3,620     $ 9,978   $ 4,480
                                           =======   =======     =======   =======
</TABLE>



9.     SEGMENT INFORMATION

       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. As
       result of the adoption on January 1, 2002, of EITF Issue No. 00-14 and
       EITF Issue No. 00-25, (described in note 1 to these consolidated
       financial statements) costs of $8,560 and $7,425 were recorded as a
       reduction of net sales for the three months ended June 30, 2002 and June
       30, 2001, respectively. Costs of $16,326 and $13,436 were recorded as a
       reduction of net sales for the six months ended June 30, 2002 and 2001,
       respectively. In 2001, these costs were included in selling and
       administrative expenses. 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; depreciation of unallocated assets is
       charged to the Cosmetic segment.

<TABLE>
<CAPTION>


                                       Three Months Ended        Six Months Ended
                                            June 30                   June 30
                                            -------                   -------
                                      2002          2001        2002         2001
                                      ----          ----        ----         ----

       Net sales:
<S>                                <C>          <C>          <C>          <C>
           Cosmetic                $  76,238    $  64,484    $ 139,983    $ 114,934
           Pharmaceutical             17,024       16,028       33,219       32,305
                                   ---------    ---------    ---------    ---------
           Consolidated            $  93,262    $  80,512    $ 173,202    $ 147,239
                                   =========    =========    =========    =========

       Operating income:
           Cosmetic                $   6,939    $   5,076    $  11,921    $   6,147
           Pharmaceutical              1,681        2,434        3,845        5,652
                                   ---------    ---------    ---------    ---------
           Consolidated            $   8,620    $   7,510    $  15,766    $  11,799

       Other income (expense):
           Gain on sale of land    $    --      $    --      $   2,428    $    --
           Interest expense, net   $  (1,126)   $  (1,863)   $  (2,344)   $  (3,824)
           Other expense, net      $    (106)   $    (104)   $    (216)   $    (204)
                                   ---------    ---------    ---------    ---------

       Earnings before income
          taxes                    $   7,388    $   5,543    $  15,634    $   7,771
                                   =========    =========    =========    =========

       Depreciation and amortization:
           Cosmetic                $   1,774    $   1,835    $   3,451    $   3,678
           Pharmaceutical                 84          123          158          241
                                   ---------    ---------    ---------    ---------

           Consolidated            $   1,858    $   1,958    $   3,609    $   3,919
                                   =========    =========    =========    =========
</TABLE>


                                      - 9 -


<PAGE>




10.    COMMITMENTS AND CONTINGENCIES

In September 2001, the Company received notice from the Environmental Protection
Agency ("EPA") that it was, along with 81 others, a Potentially Responsible
Party regarding a Superfund Site ("the Site") located in Glen Cove, New York.
According to the notice received from the EPA, the Company's involvement relates
to empty drums coming to the Site in 1977 and 1978. In the third quarter of
2001, the Company recorded an estimate of $550 in selling and administrative
expenses based on information received from the EPA as to its potential
liability for past remediation activities. In October 2001, the Company became a
member of a Joint Defense Group ("the JDG"). In the second quarter of 2002, the
EPA and the JDG agreed in principle to the amounts of payments required to
settle past and future liabililties under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") with regard to the Site.
Pursuant to an agreement among JDG members as to how to allocate such payment
amounts, the Company recorded, in the second quarter of 2002, an additional
estimate of $785 in selling and administrative expenses. The Company believes
the current recorded estimated liability of $1,335 is adequate to cover the
potential CERCLA liability associated with the Site. The Company currently
anticipates that the payment of its allocated share will be due in the third or
fourth quarter of 2002. The charge of $785 had a negative impact of $0.06 per
basic share on net earnings for the second quarter and the six months ended June
30, 2002.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (In thousands except per share data)

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

The Company makes estimates and assumptions in the preparation of its financial
statements in conformity with accounting principles generally accepted in the
United States of America. Actual results could differ significantly from those
estimates under different assumptions and conditions. The Company believes that
the following discussion addresses the Company's most critical accounting
policies, which are those that are most important to the portrayal of the
Company's financial condition and results of operations and which require
management's most difficult and subjective judgments, often as a result of the
need to make estimates about the effect of matters that are inherently
uncertain. The following is a brief discussion of the more critical accounting
policies employed by the Company.

REVENUE RECOGNITION

The Company sells its products to chain drug stores, mass volume retailers,
supermarkets and wholesalers. Sales of such products are principally denominated
in U.S. dollars. The Company's accounts receivable reflect the granting of
credit to these customers. The Company generally grants credit based upon
analysis of the customer's financial position and previously established buying
and selling patterns. The Company does not bill customers for shipping and
handling costs and, accordingly, classifies such costs as selling and
administrative expense. Revenues are recognized and discounts are recorded when
merchandise is shipped. Net sales are comprised of gross revenues less returns,
various promotional allowances and trade discounts and allowances. The Company
allows customers to return their unsold products when they meet certain criteria
as outlined in the Company's trade terms. The Company regularly reviews and
revises, as deemed necessary, its estimate of reserves for future sales returns
based primarily upon actual return rates by product and planned product
discontinuances. The Company records estimated reserves for future sales returns
as a reduction of sales, cost of sales and accounts receivable. Returned
products which are recorded as inventories are valued based on estimated
realizable value. The physical condition and marketability of the returned
products are the major factors considered by the Company in estimating
realizable value. Actual returns, as well as estimated realizable values of
returned products, may differ significantly, either favorably or unfavorably,
from estimates if factors such as economic conditions, customer inventory levels
or competitive conditions differ from expectations.

On January 1, 2002, the Company implemented EITF Issue No. 00-14, "Accounting
for Certain Sales Incentives" and EITF Issue No. 00-25, "Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products".
EITF Issue No. 00-14, "Accounting for Certain Sales Incentives" requires that
sales incentives offered voluntarily by a vendor, without charge, to customers
that can be used in, or that are exercisable by a customer as a result of a
single exchange transaction be recorded as a reduction from revenue. Previously,
these items were included in selling and administrative expenses. EITF Issue No.
00-25, "Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products" requires that unless specific criteria are
met, consideration from a vendor to a retailer (e.g., "slotting fees",
"cooperative advertising arrangements", "buy downs", etc.) be recorded as a
reduction from revenue, as opposed to a selling expense. As a result of the
implementation of EITF Issue No. 00-14 and EITF Issue No. 00-25, costs of $8,560
and $7,425 were recorded as a reduction of net sales for the three months ended
June 30, 2002 and June 30, 2001, respectively. Costs of $16,326 and $13,436 were
recorded as a reduction of net sales for the six months ended June 30, 2002 and
2001, respectively. In 2001, these costs were included in selling and
administrative expenses and have been reclassified to conform with current year
presentation.


                                     - 10 -


<PAGE>


CO-OPERATIVE ADVERTISING AND PROMOTIONAL ALLOWANCES

The Company has various performance-based arrangements with retailers to
reimburse them for all or a portion of their promotional activities related to
the Company's products. These arrangements primarily allow customers to take
deductions against amounts owed to the Company for product purchases. Estimated
accruals for promotions and co-operative advertising programs are recorded in
the period in which the related revenue is recognized. The Company regularly
reviews and revises the estimated accruals for the projected costs for these
promotions. Actual costs incurred by the Company may differ significantly,
either favorably or unfavorably, from estimates if factors such as the level and
success of the retailers' programs or other conditions differ from our
expectations.


INVENTORIES

Inventories are stated at the lower of cost or market value. Cost is principally
determined by the first-in, first-out method. The Company records adjustments to
the cost of inventories based upon its forecasted plans to sell, historical
scrap and disposal rates and the physical condition of the inventories. These
adjustments are estimates, which could vary significantly, either favorably or
unfavorably, from actual requirements if future economic conditions, the timing
of new product introductions, customer inventory levels, fashion-oriented color
cosmetic trends or competitive conditions differ from our expectations.


PROPERTY, PLANT AND EQUIPMENT AND OTHER LONG-LIVED ASSETS

Property, plant and equipment is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to the Company's business
model or changes in the Company's capital strategy can result in the actual
useful lives differing from the Company's estimates. In those cases where the
Company determines that the useful life of property, plant and equipment should
be shortened, the Company would depreciate the net book value in excess of the
salvage value, over its revised remaining useful life thereby increasing
depreciation expense. Factors such as changes in the planned use of equipment,
fixtures, software or planned closing of facilities could result in shortened
useful lives.

Long-lived assets, other than goodwill, are reviewed by the Company for
impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The estimate of cash
flow is based upon, among other things, certain assumptions about expected
future operating performance. The Company's estimates of undiscounted cash flow
may differ from actual cash flow due to, among other things, technological
changes, economic conditions, changes to its business model or changes in its
operating performance. If the sum of the undiscounted cash flows (excluding
interest) is less than the carrying value, the Company recognizes an impairment
loss, measured as the amount by which the carrying value exceeds the fair value
of the asset.

In accordance with SFAS No. 142, goodwill must be tested annually for impairment
at the reporting unit level. The Company's reporting units are its Cosmetics and
Pharmaceutical segments. If an indication of impairment exists, the Company is
required to determine if such reporting unit's implied fair value is less than
its carrying value in order to determine the amount, if any, of the impairment
loss required to be recorded.

PENSION BENEFITS

The Company sponsors pension and other retirement plans in various forms
covering all eligible employees. Several statistical and other factors which
attempt to anticipate future events are used in calculating the expense and
liability related to the plans. These factors include assumptions about the
discount rate, expected return on plan assets and rate of future compensation
increases as determined by the Company, within certain guidelines and in
conjunction with its actuarial consultants. In addition, the Company's actuarial
consultants also use subjective factors such as withdrawal and mortality rates
to estimate the expense and liability related to these plans. The actuarial
assumptions used by the Company may differ significantly, either favorably or
unfavorably, from actual results due to changing market and economic conditions,
higher or lower withdrawal rates or longer or shorter life spans of
participants.






                                     - 11 -



<PAGE>


(1)    RESULTS OF OPERATIONS

SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2002 VERSUS JUNE 30, 2001

Consolidated net sales for the second quarter of 2002 were $93,262, an increase
of 15.8% compared to $80,512 in 2001. Consolidated net sales for the first six
months of 2002 were $173,202, an increase of 17.6% compared to $147,239 in 2001.
Net sales for 2001 include a reclassification to conform with current year
presentation. Cosmetic net sales for the second quarter of 2002 were $76,238, an
increase of 18.2% compared to $64,484 in 2001. Cosmetic net sales for the first
six months of 2002 were $139,983, an increase of 21.8% compared to $114,934 in
2001. The second quarter increase is due principally to volume growth in the
Sally Hansen family of brands and Naturistics Cosmetics. Pharmaceutical net
sales for the second quarter of 2002 were $17,024, an increase of 6.2% compared
to $16,028 in 2001. Pharmaceutical net sales for the first six months of 2002
were $33,219, an increase of 2.8% compared to $32,305 in 2001. The second
quarter increase is primarily due to volume growth in the Orajel brand of
analgesics and the introduction of Gentle Naturals, a line of special treatments
for babies who have eczema, cradle cap, colds and ear aches, partially offset by
increased promotional allowances.

Cost of goods sold for the second quarter of 2002 was $44,979 or 48.2% of net
sales, compared to $38,944 or 48.4% of net sales in 2001. Cost of goods sold for
the first six months of 2002 was $82,356 or 47.5% of net sales, compared to
$70,502 or 47.9% of net sales in 2001. For the second quarter of 2002, in
Pharmaceuticals, a change in sales mix, which includes the new Gentle Naturals
line, negatively impacted the quarter to quarter comparison of operating income
as reflected in the segment information contained in footnote 9 to the
consolidated financial statements.

Selling and administrative expenses for the second quarter of 2002 were $39,663
or 42.5% of net sales compared to $34,058 or 42.3% of net sales in 2001. Selling
and administrative expense for the first six months of 2002 were $75,080 or
43.3% of net sales compared to $64,938 or 44.1% net of sales. The increase of
$5,605 for the three months ended June 30, 2002 and the increase of $10,142 for
the six months ended June 30, 2002 is due primarily to higher advertising and
promotional expenses and higher compensation and pension costs. The improvement
in selling and administrative expenses, as a percentage of net sales, is
attributable to sales increasing at a higher rate than increases in spending.

In September 2001, the Company received notice from the Environmental Protection
Agency ("EPA") that it was, along with 81 others, a Potentially Responsible
Party regarding a Superfund Site ("the Site") located in Glen Cove, New York.
According to the notice received from the EPA, the Company's involvement relates
to empty drums coming to the Site in 1977 and 1978. In the third quarter of
2001, the Company recorded an estimate of $550 in selling and administrative
expenses based on information received from the EPA as to its potential
liability for past remediation activities. In October 2001, the Company became a
member of a Joint Defense Group ("the JDG"). In the second quarter of 2002, the
EPA and the JDG agreed in principle to the amounts of payments required to
settle past and future liabililties under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") with regard to the Site.
Pursuant to an agreement among JDG members as to how to allocate such payment
amounts, the Company recorded, in the second quarter of 2002, an additional
estimate of $785 in selling and administrative expenses. The Company believes
the current recorded estimated liability of $1,335 is adequate to cover the
potential CERCLA liability associated with the Site. The Company currently
anticipates that the payment of its allocated share will be due in the third or
fourth quarter 2002. The charge of $785 had a negative impact of $0.06 per basic
share on net earnings for the second quarter and the six months ended June 30,
2002.

On February 13, 2002, the Company sold 13.5 acres of vacant land in Farmingdale,
New York to an unrelated third party for gross proceeds of $3,335 which was
reduced by $160 for closing costs. In addition, $235 of the sales price will be
paid by the purchaser upon the earlier of February 13, 2003 or two business days
after receipt by the purchaser of a certificate of occupancy on any building
constructed on such land. The land was included in property, plant and equipment
at December 31, 2001, with a book value of $500. After transaction related costs
of $407, a gain of $2,428 ($1,457 after-tax, or $0.17 per basic share) was
recorded in the first quarter. In connection with this sale, an option was
granted to the buyer for the remaining 8.5 acres of improved land and buildings
owned by the Company. The option is for a purchase price of no less than $5,000
and cannot be exercised before December 1, 2004 or after December 1, 2005.

Interest expense, net of interest income, for the second quarter of 2002 was
$1,126 compared to $1,863 in 2001. Interest expense, net of interest income, for
the first six months of 2002 was $2,344 compared to $3,824 in 2001. The
decreases in net interest expense is due to a reduction in average outstanding
borrowings and decreased borrowing rates.

Income taxes are based on the Company's expected annual effective tax rate of
39% in 2002 and 41% in 2001. The decrease in the effective tax rate for 2002 is
primarily due to the reduced effect of non-deductible expenses on taxable
income.

                                      -12-


<PAGE>



Net earnings for the second quarter of 2002 were $4,589 or $0.53 per basic share
compared to net earnings of $3,315 or $0.39 per basic share in 2001. Net
earnings for the six months ended June 30, 2002 were $9,537 or $1.11 per basic
share compared to $4,585 or $0.54 per basic share in 2001. Net earnings for the
six months of 2002 include a gain on the sale of land in the first quarter of
$1,457 or $0.17 per basic share as more fully described above and in note 6 to
the consolidated financial statements.

(2) LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2002 the Company had cash and cash equivalents of $1,594 compared to
$2,688 at December 31, 2001 and $4,056 at June 30, 2001.

Net cash provided by operating activities was $2,316 for the six months ended
June 30, 2002, due principally to net earnings of $9,537, depreciation and
amortization of $3,609, increases in accounts payable and accrued liabilities of
$4,553 and $4,386, respectively, offset by increases of $10,540 in accounts
receivable and $5,368 in inventories. The increase in accounts receivable is
attributable to the timing of shipments during the second quarter. The increase
in inventories and accounts payable is due to the timing of purchases of raw
materials and components to support projected sales levels.

Net cash used in investing activities for the six months ended June 30, 2002 was
$656 due to expenditures of $3,596 for property, plant and equipment, partially
offset by net proceeds of $2,940 from the sale of land.

Net cash used in financing activities for the six months ended June 30, 2002 was
$2,724 due primarily to the acquisition of treasury stock of $2,489 in
connection with stock option exercises.

On March 26, 2002, the senior notes were amended and restated. The senior note
holder executed a Release and Termination Agreement of the collateral liens
granted in the previous amendment. The notes require annual principal repayments
of $8,000 on May 31, 2003 and May 31, 2004 and $16,000 on May 31, 2005. The
amended agreement is unsecured and includes covenants, which provide among other
things for the maintenance of financial covenants and ratios relating to
consolidated net worth, restrictions on cash dividends, the purchase of treasury
stock and certain other expenditures.

On March 26, 2002, the Company amended and restated the revolving credit
agreement entered into in December 1998 and amended on February 25, 2000. The
amendment provides credit of $45,000 and extends the expiration to March 26,
2005. As a result of this amendment, the Company's credit line increased to
$45,000 from $43,500. Under the terms of the agreement, interest rates on
borrowings are based on, at the Company's option, LIBOR or prime rates. The
terms of the agreement include a commitment fee based on unutilized amounts and
an annual agency fee. The new deferred financing fees associated with the March
26, 2002 amendment and the unamortized deferred financing fees related to the
February 25, 2000 agreement are now being amortized over the term of the new
agreement. Covenants provide among other things, for the maintenance of
financial covenants and ratios relating to consolidated net worth, restrictions
on cash dividends, the purchase of treasury stock and certain other
expenditures. The agreement is unsecured and no compensating balances are
required. The lenders under the amended February 25, 2000 revolving credit
agreement executed a Release and Termination Agreement of the collateral liens
granted in the previous amendment.

On August 5, 2002, the Company announced that it would initiate a series of
actions, beginning in the fourth quarter of 2002, to transfer all manufacturing
operations from its Farmingdale, New York facility to its Rocky Point, North
Carolina facility. It is estimated that the transfer will be completed by the
third quarter of 2004.

CONTRACTUAL OBLIGATIONS

In order to aggregate all contractual obligations as of June 30, 2002, the
Company has included the following table:

                                            PAYMENTS DUE BY PERIOD
                                 -----------------------------------------------
                                          Less Than   1 - 2     2 - 3     3 - 5
                                  Total    1 Year     Years     Years     Years
                                 -------   -------   -------   -------   -------
Long-term Debt                   $37,205   $ 8,373   $ 8,389   $20,443   $  --
Revolving Credit Agreement        28,900      --        --      28,900      --
Operating Leases                   6,259     2,709     2,113     1,068       369
Other                                360       360      --        --        --
                                 -------   -------   -------   -------   -------

Total Contractual Obligations    $72,724   $11,442   $10,502   $50,411   $   369
                                 =======   =======   =======   =======   =======

                                     - 13 -


<PAGE>



The Company believes that cash flows from operations, cash on hand and amounts
available from the credit facility will be sufficient to enable the Company to
meet its anticipated cash requirements through 2003. However, there can be no
assurance that the combination of cash flow from future operations, cash on hand
and amounts available from the credit facility will be sufficient to meet the
Company's cash requirements. Additionally, in the event of a decrease in demand
for its products or reduced sales, such developments, if significant, would
reduce the Company's cash flow from operations and could adversely affect the
Company's ability to achieve certain financial covenants under the senior note
and revolving credit agreements. If the Company is unable to satisfy such
financial covenants, the Company could be required to adopt one or more
alternatives, such as reducing or delaying certain operating expenditures and/or
delaying capital expenditures.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which establishes an accounting standard requiring the recording
of the fair value of liabilities associated with the retirement of long-lived
assets in the period in which they are incurred. The Company must adopt SFAS No.
143 on January 1, 2003. The Company has not determined the effect, if any, that
the adoption of SFAS No. 143 will have on the Company's consolidated financial
statements.

On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 requires that a liability be
recognized for costs associated with an exit or disposal activity only when the
liability is incurred. SFAS No. 146 also establishes fair value as the objective
for initial measurement of liabilities related to exit or disposal activities.
SFAS No. 146 is effective for exit and disposal activities initiated after
December 31, 2002. The Company has not determined the effect, if any, that the
adoption of SFAS No. 146 will have on the Company's consolidated financial
statements.


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, certain risks, uncertainties and other factors that
could cause actual results to differ materially from any future results implied
by such 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, food stores and mass merchandiser
relationships due to the concentration of sales generated by such chains;
changes in fashion-oriented color cosmetic trends; the effect on sales of lower
retailer inventory targets; the effect on sales of political and/or economic
conditions; the Company's estimates of costs and benefits, cash flow from
operations and capital expenditures; interest rate or foreign exchange rate
changes affecting the Company and its market sensitive financial instruments
including the Company's qualitative and quantitative estimates as to market risk
sensitive instruments; changes in product mix to products which are less
profitable; shipment delays; depletion of inventory and increased production
costs resulting from disruptions of operations at any of our manufacturing or
distribution facilities; foreign currency fluctuations affecting our results of
operations and the value of our foreign assets and liabilities; the relative
prices at which we sell our products and our foreign competitors sell their
products in the same market; our operating and manufacturing costs outside of
the United States; changes in the laws, regulations and policies, including
changes in accounting standards, that effect, or will effect, us in the United
States and/or abroad; and trends in the general economy. Although the Company
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Without limitation, use of the following words is
intended to identify forward-looking statements: "may," "will," "should,"
"expect," "anticipate," "estimate," "indications," "intend," "plan," "momentum,"
or "continue" or the negative thereof or other variations thereon.

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.


                                     - 14 -


<PAGE>




PART II - OTHER INFORMATION



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


       At the Company's annual meeting held on May 23, 2002, the
       Shareholders re-elected Robert A. Kavesh, Steven Kotler and Marcella
       Maxwell to the Board of Directors, in accordance with a proxy
       solicited pursuant to Section 14 of the Securities Exchange Act. In
       addition, the shareholders approved Amendment No. 3 to the Company's
       Amended and Restated 1994 Stock Option Plan. Votes were cast for each
       of such items as follows:


       ELECTION OF DIRECTORS           VOTES FOR           VOTES WITHHELD

       Robert A. Kavesh                7,578,364             467,746
       Steven Kotler                   7,570,048             476,062
       Marcella Maxwell                7,579,567             466,543



       APPROVAL OF AMENDMENT NO. 3 TO THE AMENDED AND RESTATED
       1994 STOCK PLAN


                FOR                   AGAINST                  ABSTAIN

             5,561,988                783,980                  117,023




Item 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)    Exhibits
       Exhibit 99.1   Certification of Chief Executive Officer
       Exhibit 99.2   Certification of Chief Financial Officer

(b)    Reports on Form 8-K
       None



















                                     - 15 -

<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:   AUGUST 12, 2002                              /S/ DAN K. WASSONG
--------------------------                           ---------------------------
                                                     Dan K. Wassong
                                                     Chairman, President and
                                                     Chief Executive Officer








DATE:   AUGUST 12, 2002                              /S/ ENZO J. VIALARDI
--------------------------                           ---------------------------
                                                     Enzo J. Vialardi
                                                     Executive Vice President
                                                     and Chief Financial Officer












                                     - 16 -



<PAGE>