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, 2001



            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 6,
2001 was 8,033,783.





<PAGE>





                     DEL LABORATORIES, INC. AND SUBSIDIARIES

                                      Index






PART I.      FINANCIAL INFORMATION

                                                                            PAGE

Item 1.      Financial Statements:

             Consolidated Balance Sheets as of
                June 30, 2001 and December 31, 2000                           3

             Consolidated Statements of Earnings for the three and six
                months ended June 30, 2001 and 2000                           4

             Consolidated Statements of Cash Flows for the
                six months ended June 30, 2001 and 2000                       5

             Notes to Consolidated Financial Statements                       6

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              9


PART II.  OTHER INFORMATION

Item 4.      Submission of Matters to a Vote of Security Holders             12

Item 6.      Exhibits and Reports on Form 8-K                                12


SIGNATURES                                                                   13


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
               (In thousands except for share and per share data)


                                                                  June 30     December 31
                                                                    2001         2000
                                                               -------------  -----------
                                                                (UNAUDITED)
       ASSETS

Current assets:
<S>                                                               <C>          <C>
       Cash and cash equivalents                                  $   4,056    $   2,910
       Accounts receivable-less allowance for doubtful accounts
          of $1,000 in 2001 and $1,000 in 2000                       65,108       60,196
       Inventories                                                   60,282       58,584
       Deferred income taxes, net                                     4,404        4,404
       Prepaid expenses and other current assets                      3,268        3,326
                                                                   ---------    ---------

                    Total current assets                            137,118      129,420

Property, plant and equipment, net                                   36,371       37,595
Intangibles arising from acquisitions, net                           15,780       16,220
Other assets                                                          7,719        7,543
                                                                  ---------    ---------

                    Total assets                                  $ 196,988    $ 190,778
                                                                  =========    =========

       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
       Current portion of long-term debt                          $   4,249    $   4,117
       Accounts payable                                              26,189       20,675
       Accrued liabilities                                           20,098       18,404
       Income taxes payable                                             782          460
                                                                   ---------    ---------

                    Total current liabilities                        51,318       43,656

Long-term pension liability, less current portion                     8,558        8,558
Deferred income taxes, net                                              626          626
Long-term debt, less current portion                                 76,269       82,495
                                                                  ---------    ---------

                    Total liabilities                               136,771      135,335
                                                                  ---------    ---------

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
       Accumulated other comprehensive loss                          (1,364)      (1,259)
       Retained earnings                                             77,885       74,087
                                                                   ---------    ---------

                                                                     86,521       82,828

       Less: Treasury stock at cost, 1,966,217 shares
                  in 2001 and 2,024,550 shares in 2000              (25,359)     (26,297)
                  Receivables for stock options exercised              (945)      (1,088)
                                                                  ---------    ---------
                    Total shareholders' equity                       60,217       55,443
                                                                  ---------    ---------

                    Total liabilities and shareholders' equity    $ 196,988    $ 190,778
                                                                  =========    =========

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

</TABLE>

                                      -3-


<PAGE>
<TABLE>
<CAPTION>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
          FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (In
                 thousands except for share and per share data)
                                   (UNAUDITED)




                                                  THREE MONTHS ENDED             SIX MONTHS ENDED

                                                       JUNE 30                      JUNE 30
                                                  2001           2000          2001            2000
                                              -----------    -----------    -----------    -----------

<S>                                           <C>            <C>            <C>            <C>
Net sales                                     $    87,937    $    76,732    $   160,675    $   144,196

Cost of goods sold                                 38,658         34,403         69,991         63,436
Selling and administrative expenses                41,873         37,413         79,089         72,903
                                              -----------    -----------    -----------    -----------

Operating income                                    7,406          4,916         11,595          7,857

Other income (expense)
    Gain on sale of facility                         --              362           --              362
    Interest expense, net                          (1,863)        (1,993)        (3,824)        (4,071)

Earnings before income taxes                        5,543          3,285          7,771          4,148
Income taxes                                        2,228          1,380          3,186          1,742
                                              -----------    -----------    -----------    -----------
Net earnings                                  $     3,315    $     1,905    $     4,585    $     2,406
                                              ===========    ===========    ===========    ===========

Earnings per common share:
    Basic                                     $      0.41    $      0.24    $      0.57    $      0.30
                                              ===========    ===========    ===========    ===========
    Diluted                                   $      0.41    $      0.24    $      0.57    $      0.30
                                              ===========    ===========    ===========    ===========

Weighted average common shares outstanding:
    Basic                                       8,034,000      7,921,000      8,013,000      7,921,000
                                              ===========    ===========    ===========    ===========
    Diluted                                     8,062,000      8,026,000      8,050,000      8,014,000
                                              ===========    ===========    ===========    ===========











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

</TABLE>

                                      -4-

<PAGE>
<TABLE>
<CAPTION>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                 (In thousands)
                                   (UNAUDITED)

                                                                       JUNE 30
                                                                       -------

                                                                   2001       2000
                                                                   ----       ----

Cash flows from operating activities:
<S>                                                             <C>         <C>
Net earnings                                                    $  4,585    $  2,406
Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
Depreciation and amortization                                      3,919       3,608
Provision for doubtful accounts                                      244          52
Gain on sale of facility                                            --          (362)
Other non-cash operating items                                       213         249
Changes in operating assets and liabilities:
    Accounts receivable                                           (3,971)    (10,141)
    Inventories                                                   (1,740)     (3,602)
    Prepaid expenses and other current assets                         57        (353)
    Other assets and other liabilities                              (176)       (749)
    Accounts payable                                               5,513       2,102
    Accrued liabilities                                              686       1,051
    Income taxes, net                                                544       2,546
                                                                --------    --------

          Net cash provided by (used in) operating activities      9,874      (3,193)
                                                                --------    --------

Cash flows provided by (used in) investing activities:
    Proceeds from sales of land and facility                          13         800
    Property, plant and equipment additions                       (2,371)     (3,185)
                                                                --------    --------

         Net cash used in investing activities                    (2,358)     (2,385)
                                                                --------    --------

Cash flows provided by (used in) financing activities:
    Borrowings under long-term debt                                 --        29,023
    Principal payments under long-term debt                       (6,082)     (7,572)
    Borrowings under short-term lines of credit                     --         1,500
    Repayments of short-term lines of credit                        --       (17,250)
    Decrease in receivables for stock options exercised                3           6
    Acquisition of treasury stock                                   (274)       (168)
                                                                --------    --------

          Net cash provided by (used in) financing activities     (6,353)      5,539
                                                                --------    --------

Effect of exchange rate changes on cash                              (17)        (10)
                                                                --------    --------

Net increase (decrease)  in cash and cash equivalents              1,146         (49)

Cash and cash equivalents at beginning of year                     2,910       3,585
                                                                --------    --------

Cash and cash equivalents at end of period                      $  4,056    $  3,536
                                                                ========    ========

Supplemental disclosures:
Cash paid:
    Interest                                                    $  3,727    $  4,246
    Income taxes                                                $  2,684    $    669

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

</TABLE>

                                      -5-


<PAGE>




                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001





  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. Net sales and cost of sales for 2000 include a
      reclassification to conform with current year presentation. 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 2000 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 (in thousands):

                                                  June  30         December 31
                                                    2001               2000
                                                    ----               ----

                     Raw Materials               $  36,183           $ 26,655
                     Work In Process                 3,430              3,775
                     Finished Goods                 20,669             28,154
                                                 ---------          ---------
                                                 $  60,282          $  58,584
                                                 =========          =========





  3.  EARNINGS PER SHARE

      Basic earnings per share is computed by dividing income available to
      common shareholders (which for the Company equals its recorded net income)
      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 15, 2000, the Company's Board of Directors approved a 5% stock
      dividend. As a result, 380,241 shares of treasury stock were issued on
      December 27, 2000 to shareholders of record on November 30, 2000.
      Accordingly, the weighted average common shares outstanding in the
      consolidated statement of earnings for the three and six months ended June
      30, 2000, have been restated to reflect the dividend.









                                      - 6 -

<PAGE>


      3.   EARNINGS PER SHARE (CONTINUED)
           ------------------------------

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




                                       Three Months Ended      Six Months Ended

                                             June 30               June 30
                                               (Amounts in thousands,
                                               except per share data)


                                        2001        2000      2001       2000
                                        ----        ----      ----       ----

      Net earnings (numerator)         $ 3,315    $ 1,905     $ 4,585    $ 2,406
                                        ------    -------     -------    -------

      Weighted-average common shares
         (denominator for basic
         earnings per share)              8,034     7,921     8,013        7,921

      Effect of dilutive securities:
         Employee stock options             28        105        37           93

      Weighted-average common and
         potential common shares
         outstanding (denominator for
         diluted earnings per share)     8,062      8,026      8,050       8,014
                                        ------    -------     ------     -------

      Basic earnings per share          $ 0.41    $  0.24     $ 0.57     $  0.30
                                        ------    -------     ------     -------

      Diluted earnings per share        $ 0.41    $  0.24     $ 0.57     $  0.30
                                        ------    -------     ------     -------


      Employee stock options for 1,529,000 and 1,267,000 shares for the three
      months ended June 30, 2001 and 2000, respectively, and 1,614,000 and
      1,269,000 shares for the six months ended June 30, 2001 and 2000,
      respectively, were not included in determining the effect of dilutive
      securities since their effect would have been anti-dilutive.



4.         COMPREHENSIVE INCOME
           ---------------------


      The components of comprehensive income for the three months and six months
      ended June 30, 2001 and 2000 are as follows:

                                        Three Months Ended     Six Months Ended
                                             June 30                June 30
                                          (in thousands)         (in thousands)

                                           2001      2000       2001       2000
                                           ----      ----       ----       ----

      Net earnings                      $  3,315  $  1,905    $ 4,585    $2,406
      Other comprehensive income (loss):
          Foreign currency translation       305      (168)      (105)     (158)
                                        --------  --------    --------   ------

      Total comprehensive income        $  3,620  $  1,737    $  4,480   $2,248
                                        ========  ========    ========   ======


                                       -7-

<PAGE>






5.    SHAREHOLDERS' EQUITY

      As a result of stock options exercised on March 9, 2001, the excess of the
      cost of treasury shares issued over the exercise price of options was
      initially recorded, in the first quarter, as a reduction to additional
      paid-in capital of $955,000 with the corresponding income tax benefit of
      $226,000 as an increase to additional paid-in capital. This transaction
      resulted in a deficit in additional paid-in capital of $729,000, which was
      reclassified to retained earnings.

      On March 1, 2001, the Company funded its fiscal 2000 contribution of
      $200,000 to the Employee Stock Ownership Trust with 19,802 treasury
      shares. As a result, a reduction of $57,000 was recorded to retained
      earnings in the first quarter representing the cost of treasury shares in
      excess of the market price on that date.


6.    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. Net
      sales for 2000 include a reclassification to conform with current year
      presentation. 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.


                                     Three Months Ended         Six Months Ended
                                           June 30                   June 30
                                        (in thousands)           (in thousands)
                                       2001       2000          2001       2000
                                       ----       ----          ----       ----

      Net sales
                Cosmetic             $70,603     $60,618      $126,273  $113,001
                Pharmaceutical        17,334      16,114        34,402    31,195
                                     -------    --------      --------  --------
                Consolidated         $87,937     $76,732      $160,675  $144,196
                                     =======     =======      ========  ========

      Operating income
                Cosmetic             $  4,982     $ 2,829     $  5,989  $  3,572
                Pharmaceutical          2,424       2,087        5,606     4,285
                                     --------     -------     --------  --------
                Consolidated         $  7,406     $ 4,916     $ 11,595  $  7,857
                                     ========     =======     ========  ========

      Gain on sale of facility        $     -     $   362     $     -   $    362

      Interest expense, net             1,863       1,993        3,824     4,071
                                     --------     -------     --------  --------
      Earnings before taxes          $  5,543     $ 3,285     $  7,771  $  4,148
                                     ========     =======     ========  ========

      Depreciation and amortization
                Cosmetic             $  1,835     $ 1,725     $  3,678  $  3,379
                Pharmaceutical            123         116          241       229
                                     --------     -------     --------  --------
                Consolidated         $  1,958     $ 1,841     $  3,919  $  3,608
                                     ========     =======     ========  ========


                               - 8 -

<PAGE>




7.   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. The plant
      closure will result in the termination of approximately 70 production and
      clerical employees. Severance, pension curtailment and other exit plan
      expenses totaling $226,000, have been included in selling and
      administrative expenses for the three and six months ended June 30, 2001.
      These costs had a negative impact on net earnings of $133,000 or $.02 per
      share for the three and six months ended June 30, 2001.




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

(1)   RESULTS OF OPERATIONS (IN THOUSANDS)
      ------------------------------------

      SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2001 VERSUS JUNE 30, 2000

      Consolidated net sales for the second quarter of 2001 were $87.9 million,
      an increase of 14.6% compared to $76.7 million in 2000. Consolidated net
      sales for the first six months of 2001 were $160.7 million, an increase of
      11.4% compared to $144.2 million in 2000. Net sales in 2000 include a
      reclassification to conform with current year presentation.

      Cosmetic net sales for the second quarter were $70.6 million, an increase
      of 16.5 % compared to $60.6 million in 2000. Net sales for the first six
      months of 2001 were $126.3 million, an increase of 11.8% compared to
      $113.0 in 2000. The increase is due primarily to volume growth in the
      Sally Hansen family and N.Y.C. New York Color brands. The Sally Hansen
      brand continues to gain market share in the nail care category while
      N.Y.C. New York Color experienced double-digit revenue growth.

      Pharmaceutical net sales for the second quarter were $17.3 million, an
      increase of 7.6% compared to $16.1 million in 2000. Net sales for the
      first six months of 2001 were $34.4 million, an increase of 10.3% compared
      to $31.2 million in 2000. The increase is primarily attributable to the
      Orajel brand of oral analgesics.

      Cost of goods sold for the second quarter were $38.7 million, or 44.0% of
      net sales, compared to $34.4 million, or 44.8% of net sales in 2000. Cost
      of goods sold for the six months of 2001 were $70.0 million, or 43.6% of
      net sales, as compared to $63.4 million, or 44.0% of net sales in 2000.
      Cost of goods sold for 2000 includes a reclassification to conform with
      current year presentation. The improvement in cost of goods sold, as a
      percentage of net sales is primarily attributable to the increase in sales
      volume.

      Selling and administrative expenses for the second quarter were $41.9
      million, or 47.6% of net sales, compared to $37.4 million, or 48.8% of net
      sales in 2000. Selling and administrative expenses for the first six
      months of 2001 were $79.1 million, or 49.2% of net sales, compared to
      $72.9 million, or 50.6% of net sales in 2000. The increase is primarily
      attributable to increased advertising and promotional expenses, which are
      subject to quarterly variability due to the timing of such expenses. 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.

      Interest expense, net of interest income, for the second quarter was $1.9
      million, compared to $2.0 million in 2000. The lower interest expense is
      due to a reduction in average outstanding borrowings and lower interest
      rates.

      Income taxes are based on the Company's expected annual effective tax rate
      of 41% in 2001, compared to 42% in 2000.

      Net earnings for the second quarter of 2001 were $3.3 million, or $0.41
      per share, an increase of 74% when compared to net earnings of $1.9
      million, or $0.24 per share in 2000. The second quarter of 2001 includes
      costs associated with the planned closure of the Newark, New Jersey
      manufacturing facility, as more fully described in note 7 to the
      accompanying consolidated financial statements. These costs had a negative
      impact of $0.02 on net earnings per share for the second quarter and the
      six months ended June 30, 2001. The Company expects this plant closure to
      result in future cost savings.



                                      - 9 -


<PAGE>






(2)   LIQUIDITY AND CAPITAL RESOURCES (IN THOUSANDS)
      ----------------------------------------------

      At June 30, 2001, the Company had cash and cash equivalents of $4.1
      million compared to $3.5 million at June 30, 2000.

      Net cash provided by operating activities was $9.9 million for the six
      months ended June 30, 2001 primarily due to net earnings of $4.6 million,
      depreciation of $3.9 million and an increase in accounts payable of $5.5
      million, partially offset by increases of $4.0 million in accounts
      receivable and $1.7 million in inventories. The increase in accounts
      receivable is attributable to the timing of increased shipments at the end
      of the second quarter. The increase in accounts payable and inventories is
      primarily due to the timing of purchases of raw materials and components
      to support projected sales levels.

      Net cash used for property plant and equipment additions was $2.4 million
      for the six months ended June 30, 2001 compared to $3.2 million in 2000.

      Net cash used in financing activities for the six months ended June 30,
      2001 was $6.4 million due primarily to a repayment on May 31, 2001 of the
      senior notes in the amount of $4.0 million and a net reduction, during the
      period, of outstanding borrowings under the revolving credit agreement in
      the amount of $2.0 million.

      The Company believes that estimated cash flow from future operations, cash
      on hand and amounts available from the credit facility, along with leasing
      transactions, will be sufficient to satisfy its liquidity needs for the
      foreseeable future.




      NEW ACCOUNTING PRONOUNCEMENTS
      -----------------------------

      In April, 2001, the Emerging Issues Task Force (EITF) reached a final
      consensus on EITF Issue No. 00-25, "Vendor Income Statement
      Characterization of Consideration Paid to a Reseller of the Vendor's
      Products", which 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. This consensus is
      effective for fiscal quarters beginning after December 15, 2001. The
      Company has determined that implementation of EITF Issue No. 00-25 will
      result in the reclassification of certain selling costs from selling and
      administrative expenses to net sales and is in the process of quantifying
      the amount of such reclassification. The reclassification will not have
      any impact on net earnings.

      In May 2000, the EITF reached a final consensus on EITF Issue No. 00-14
      "Accounting for Certain Sales Incentives". The issue addresses the
      recognition, measurement and income statement classification for 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. In April 2001, the EITF amended the
      effective date of this issue to coincide with the required implementation
      date of EITF Issue 00-25. The Company has determined that implementation
      of EITF Issue No. 00-14 will result in the reclassification of certain
      selling costs from selling and administrative expenses to net sales and is
      in the process of quantifying the amount of such reclassification. The
      reclassification will not have any impact on net earnings.

      In July 2001, the Financial Accounting Standards Board ("FASB") issued
      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. SFAS No.
      142 requires that the amortization of goodwill be replaced with periodic
      tests of the goodwill's impairment and that intangible assets other than
      goodwill be amortized over their useful lives. The provisions of SFAS
      No.142 will be effective for fiscal years beginning after December 15,
      2001, and will thus be adopted by the Company on January 1, 2002. The
      Company has not determined the effect, if any, that the adoption of SFAS
      No. 141 and SFAS No. 142 will have on the Company's consolidated financial
      statements.


                                     - 10 -


<PAGE>




      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, 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.

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

      At the Company's annual meeting held on May 24, 2001, the Shareholders
      re-elected Charles J. Hinkaty and George L. Lindemann 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. 2 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
      ---------------------          ---------                 --------------

      Charles J. Hinkaty             7,446,666                     101,069
      George L. Lindemann            7,446,704                     101,031


      APPROVAL OF AMENDMENT NO. 2 TO THE AMENDED AND RESTATED 1994 STOCK PLAN
      -----------------------------------------------------------------------

                        FOR            AGAINST            ABSTAIN
                        ---            -------            -------

                    7,356,645          161,010             30,080




     Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

           (a)   None


           (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:  AUGUST 6, 2001                            /S/ DAN K. WASSONG
   ----------------------                           ----------------------------
                                                    Dan K. Wassong
                                                    Chairman, President and
                                                    Chief Executive Officer








   DATE:  AUGUST 6, 2001                            /S/ ENZO J. VIALARDI
   ----------------------                           ----------------------------
                                                    Enzo J. Vialardi
                                                    Executive Vice President and
                                                    Chief Financial Officer



<PAGE>