UNITED STATES
                       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 MARCH 31, 2004

            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, PO BOX 9357, UNIONDALE, NEW YORK  11553-9357
        ----------------------------------------          ----------
        (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  (  )

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                        YES  (X)   NO  (  )

        The number of shares of Common Stock, $1 par value, outstanding as of
May 7, 2004 was 9,738,265.



<PAGE>

                     DEL LABORATORIES, INC. AND SUBSIDIARIES


                                      Index


  Part I.     FINANCIAL INFORMATION
                                                                           PAGE
  Item 1.     Financial Statements:

              Consolidated Balance Sheets as of
                  March 31, 2004 and December 31, 2003                       3

              Consolidated Statements of Earnings for the three
                  months ended March 31, 2004 and 2003                       4

              Consolidated Statements of Cash Flows for the three
                  months ended March 31, 2004 and 2003                       5

              Notes to Consolidated Financial Statements                     6

  Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                           13

  Item 4.     Controls and Procedures                                       20



  Part II.    OTHER INFORMATION

  Item 2.     Changes in Securities, Use of Proceeds and
                Issuer Purchases of Equity Securities                       21

  Item 5.     Other Information                                             21

  Item 6.     Exhibits and Reports on Form 8-K                              22


  SIGNATURES                                                                23


  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>


                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2004 AND DECEMBER 31, 2003
               (In thousands, except for share and per share data)


<TABLE>
<CAPTION>
                                                                      March 31    December 31
                                                                        2004         2003
                                                                     ---------    ---------
                                                                    (UNAUDITED)
         ASSETS

Current assets:
<S>                                                                  <C>          <C>
         Cash and cash equivalents                                   $   1,393    $   2,113
         Accounts receivable, less allowance for doubtful accounts
            of $1,606 in 2004 and $4,391 in 2003                        71,255       75,130
         Inventories                                                   100,558       92,518
         Income taxes receivable                                           619         --
         Deferred income taxes                                           8,042        8,042
         Prepaid expenses and other current assets                       2,648        2,671
                                                                     ---------    ---------
                    Total current assets                               184,515      180,474

Property, plant and equipment, net                                      50,315       49,274
Intangibles arising from acquistions, net                                7,591        7,761
Goodwill                                                                 6,282        6,282
Other assets                                                            16,172       13,262
Deferred income taxes                                                    6,159        6,159
                                                                     ---------    ---------
                    Total assets                                     $ 271,034    $ 263,212
                                                                     =========    =========
         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Current portion of long-term debt                           $     977    $   8,760
         Accounts payable                                               43,031       43,872
         Accrued liabilities                                            26,485       25,023
         Income taxes payable                                             --            307
                                                                     ---------    ---------
                    Total current liabilities                           70,493       77,962

Long-term pension liability, less current portion                        9,767        9,767
Deferred income taxes                                                    5,205        5,205
Deferred liability                                                       1,362        1,334
Long-term debt, less current portion                                    77,906       63,373
                                                                     ---------    ---------
                    Total liabilities                                  164,733      157,641
                                                                     ---------    ---------

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                                      8,808        8,823
         Accumulated other comprehensive loss                           (2,759)      (2,594)
         Retained earnings                                              95,989       95,309
                                                                     ---------    ---------
                                                                       112,038      111,538

         Less: Treasury stock at cost, 277,963 shares
               in 2004 and 289,308 shares in 2003                       (5,235)      (5,325)
               Receivables for stock options exercised                    (502)        (642)
                                                                     ---------    ---------
                    Total shareholders' equity                         106,301      105,571
                                                                     ---------    ---------

                    Total liabilities and shareholders' equity       $ 271,034    $ 263,212
                                                                     =========    =========
</TABLE>


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

                                       3
<PAGE>

                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
               (In thousands, except for share and per share data)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                        MARCH 31
                                                  2004            2003
                                              ------------    ------------
<S>                                           <C>             <C>
Net sales                                     $     83,065    $     93,363

Cost of goods sold                                  41,215          45,658
Selling and administrative expenses                 39,680          39,649
Severance expenses (note 8)                            (10)           --
                                              ------------    ------------

Operating income                                     2,180           8,056

Other (expense):
  Interest expense, net                               (965)         (1,045)
  Other expense, net                                  (108)            (80)
                                              ------------    ------------

Earnings before income taxes                         1,107           6,931
Income taxes                                           427           2,606
                                              ------------    ------------
Net earnings                                  $        680    $      4,325
                                              ============    ============
Earnings per common share:
    Basic                                     $       0.07    $       0.45
                                              ============    ============
    Diluted                                   $       0.07    $       0.44
                                              ============    ============
Weighted average common shares outstanding:
    Basic                                        9,717,000       9,588,000
                                              ============    ============
    Diluted                                     10,383,000       9,929,000
                                              ============    ============

</TABLE>



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

                                       4
<PAGE>

                     DEL LABORATORIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                 (In thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              March 31
                                                                        2004             2003
                                                                      --------         --------
<S>                                                                   <C>              <C>
Cash flows provided by (used in) operating activities:
Net earnings                                                          $    680         $  4,325
Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
Depreciation and amortization                                            2,043            1,815
Provision for doubtful accounts                                            (31)             222
Other non-cash operating items                                             139              145
Changes in operating assets and liabilities:
    Accounts receivable                                                  3,859          (13,562)
    Inventories                                                         (8,169)         (12,028)
    Prepaid expenses and other current assets                               22             (142)
    Other assets                                                        (2,917)          (3,655)
    Accounts payable                                                      (793)          13,016
    Accrued liabilities                                                  1,478            5,425
    Deferred liability                                                      29             --
    Income taxes receivable / payable                                     (767)           2,177
                                                                      --------         --------

          Net cash used in operating activities                         (4,427)          (2,262)
                                                                      --------         --------

Cash flows provided by (used in) investing activities:
    Net proceeds from sale of land                                        --                235
    Property, plant and equipment additions                             (2,956)          (5,448)
                                                                      --------         --------

         Net cash used in investing activities                          (2,956)          (5,213)
                                                                      --------         --------

Cash flows provided by (used in) financing activities:
    Principal borrowings under revolving credit agreement, net           6,800            4,000
    Principal payments under mortgages                                      (9)             (96)
    Repayment of mortgage                                                 --             (3,865)
    Borrowings under mortgage and construction loan                       --              8,459
    Payment of capital lease obligations                                   (28)             (22)
    Proceeds from the exercise of stock options                             73               53
    Acquisition of treasury stock                                         (166)            (128)
                                                                      --------         --------

          Net cash provided by financing activities                      6,670            8,401
                                                                      --------         --------

Effect of exchange rate changes on cash                                     (7)              19
                                                                      --------         --------

Net increase (decrease) in cash and cash equivalents                      (720)             945

Cash and cash equivalents at beginning of year                           2,113              501
                                                                      --------         --------

Cash and cash equivalents at end of period                            $  1,393         $  1,446
                                                                      ========         ========

Supplemental disclosures:
Cash paid for:
    Interest                                                          $    557         $    186
    Income taxes                                                      $  1,386         $    464

Non-cash transactions:
    Shares tendered by optionees to exercise stock options            $    142         $    520
    Equipment acquired under capitalized leases                       $   --           $    463

</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.

        In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
        Variable Interest Entities" ("FIN No. 46"). FIN No. 46 was subject to
        significant interpretation by the FASB, and was revised and reissued in
        December 2003 ("FIN No. 46R"). FIN No. 46R states that if an entity has
        a controlling financial interest in a variable interest entity, the
        assets, the liabilities and results of activities of the variable
        interest entity should be included in the consolidated financial
        statements of the entity. The provisions of FIN No. 46 and FIN No. 46R
        are applicable for all entities that are considered special purpose
        entities ("SPE") by the end of the first reporting period ending after
        December 15, 2003. The provisions of FIN No. 46R are applicable to all
        other types of variable interest entities for reporting periods ending
        after March 15, 2004. The adoption of FIN No. 46 and FIN No. 46R did not
        have a material impact on the Company's consolidated financial
        statements.

        A summary of the Company's critical and significant accounting policies
        are presented in its 2003 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.


2. STOCK OPTION PLANS

        The Company applies the intrinsic value-based method of accounting
        prescribed by Accounting Principles Board Opinion No. 25, "Accounting
        for Stock Issued to Employees" (APB No. 25), and related
        interpretations, in accounting for its fixed plan stock options. Under
        APB No. 25, compensation expense would be recorded if, on the date of
        grant, the market price of the underlying stock exceeded its exercise
        price. Accordingly, no compensation cost has been recognized. Had
        compensation cost for the stock option plans been determined based on
        the fair value at the grant dates for awards under the plans, consistent
        with the alternative method set forth under SFAS No. 123, "Accounting
        for Stock-Based Compensation", and SFAS No. 148 "Accounting for
        Stock-Based Compensation-Transition and Disclosure", the Company's net
        earnings and net earnings per share would have been reduced. The
        following table illustrates the effect on net earnings and net earnings
        per share if the Company had applied the fair value recognition
        provisions of SFAS No. 123, to stock based employee compensation:





                                       6
<PAGE>

  2. STOCK OPTION PLANS, CONTINUED


                                                      THREE MONTHS ENDED
                                                           MARCH 31

                                                        2004          2003
                                                       ------        ------
            Net earnings, as reported                  $  680        $4,325
            Deduct:  Total stock-based employee
               compensation expense determined under
               fair value based method for all awards
               net of related tax effects              $ (524)       $ (569)
                                                       ------        ------
            Pro forma net earnings                     $  156        $3,756
                                                       ======        ======

            Earnings per share:
                 Basic - as reported                   $ 0.07        $ 0.45
                                                       ======        ======
                 Basic - pro forma                     $ 0.02        $ 0.39
                                                       ======        ======

                 Diluted - as reported                 $ 0.07        $ 0.44
                                                       ======        ======
                 Diluted - pro forma                   $ 0.02        $ 0.38
                                                       ======        ======


        The fair value of each option grant was estimated at the date of grant
        using the Black-Scholes option pricing model with the following
        weighted-average assumptions for 2003: dividend yield 0%; expected lives
        of 5.0 years; risk-free interest rate of 3.08%; and expected volatility
        of 33.2%. The weighted-average fair value of options granted during 2003
        was $6.50. The Company did not issue any new stock options during the
        first quarter of 2004.

        During the first quarter of 2004, the Financial Accounting Standards
        Board ("FASB") issued exposure draft No. 1102-100, "Share-Based Payment,
        an amendment of FASB Statements No. 123 and 95." This exposure draft
        would require stock-based compensation to employees to be recognized as
        a cost in the financial statements and that such cost be measured
        according to the fair value of the stock options. In the absence of an
        observable market price for the stock awards, the fair value of the
        stock options would be based upon a valuation methodology that takes
        into consideration various factors, including the exercise price of the
        option, the expected term of the option, the current price of the
        underlying share, the expected volatility of the underlying share price,
        the expected dividends on the underlying share and the risk-free
        interest rate. The proposed requirements in the exposure draft would be
        effective for the first fiscal year beginning after December 15, 2004.
        The FASB intends to issue a final Statement during the fourth quarter of
        2004. The Company will continue to monitor communications on this
        subject from the FASB in order to determine the impact on the Company's
        consolidated financial statements.

  3. INVENTORIES

        Inventories are valued at the lower of cost (principally first-in /
        first-out) or market value. The Company records reductions 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 were as follows:




                                                      March 31     December 31
                                                         2004         2003
                                                      ---------     --------
                            Raw Materials             $  53,916     $ 40,586
                            Work in Process               4,998        4,856
                            Finished Goods               41,644       47,076
                                                      ---------     --------
                                                      $ 100,558     $ 92,518
                                                      =========     ========



                                       7
<PAGE>





  4. INTANGIBLES

        Intangibles arising from acquisitions were as follows:
<TABLE>
<CAPTION>
                                                                           MARCH 31, 2004

                                                     GROSS CARRYING         ACCUMULATED             NET BOOK
                                                         VALUE              AMORTIZATION              VALUE
                                                        --------               -------              -------
               <S>                                      <C>                    <C>                  <C>
               Intellectual property rights             $ 10,558               $ 3,138              $ 7,420
               Trademarks and other                        3,060                 2,889                  171
                                                        --------               -------              -------
                                                        $ 13,618               $ 6,027              $ 7,591
                                                        ========               =======              =======

                                                                         DECEMBER 31, 2003

                                                      GROSS CARRYING        ACCUMULATED            NET BOOK
                                                         VALUE              AMORTIZATION              VALUE
                                                        --------               -------              -------
               Intellectual property rights             $ 10,558               $ 3,006              $ 7,552
               Trademarks and other                        3,060                 2,851                  209
                                                        --------               -------              -------
                                                        $ 13,618               $ 5,857              $ 7,761
                                                        ========               =======              =======
</TABLE>

        Amortization expense was $170 and $170 for the three months ended March
        31, 2004 and 2003, respectively. The estimated amortization expense for
        the fiscal years ending December 31, 2004, 2005, 2006, 2007 and 2008, is
        $681, $531, $531, $531 and $531, respectively. The useful lives for
        intellectual property rights, trademarks and other are 20 years.

  5. LONG - TERM DEBT

          Long - term debt consisted of the following:
<TABLE>
<CAPTION>
                                                               March 31            December 31
                                                                 2004                 2003
                                                               --------             --------
          <S>                                                  <C>                  <C>
          Senior notes                                         $ 24,000             $ 24,000
          Notes payable under revolving credit agreement         40,800               34,000
          Mortgages on land and buildings                        13,671               13,694
          Obligations under capital leases                          412                  439
                                                               --------             --------
                                                               $ 78,883             $ 72,133
          Less current portion                                      977                8,760
                                                               --------             --------
                                                               $ 77,906             $ 63,373
                                                               ========             ========
</TABLE>

        On April 13, 2004, the senior notes were amended and restated. The
        maturity of the notes was extended to April 15, 2011 with annual
        principal payments of $6,000 required on April 15, 2008, April 15, 2009,
        April 15, 2010 and April 15, 2011. The interest rate was reduced from
        9.5% to 5.56% payable semi-annually on October 15 and April 15 of each
        year. The amended agreement is unsecured and includes covenants, which
        provide among other things, for the maintenance of certain financial
        ratios.

        On April 13, 2004, the revolving credit agreement was amended and
        restated. The amended facility provides credit of $45,000 and extends
        the expiration to April 13, 2009. Under the terms of the agreement,
        interest rates on borrowings are based on LIBOR or prime rates at the
        Company's option. The terms of the agreement include a commitment fee
        based on unutilized amounts and an annual agency fee. The deferred
        financing fees associated with the April 13, 2004 amendment and
        unamortized deferred financing fees associated with the March 2002 and
        February 2000 amendments are being amortized over the term of the new
        agreement. Covenants provide, among other things, for the maintenance of
        certain financial ratios. The agreement is unsecured and no compensating
        balances are required.

        On April 1, 2004, the lender under the mortgage covering the property in
        Barrie, Ontario agreed to extend the maturity of the mortgage from March
        1, 2005 to April 1, 2009 and to reduce the interest rate from 8.38% to
        6.37%.


                                       8
<PAGE>

  6. EMPLOYEE PENSION PLANS

        The Company maintains two non-contributory defined benefit pension plans
        covering all U.S. eligible employees. The Del Non-Union Plan formula is
        based on years of service and the employee's compensation during the
        five years before retirement. The Del LaCross Union Plan formula is
        based on years of service. The LaCross Plan covers former employees of
        the Company's Newark, New Jersey facility which ceased operations during
        2002. As a result of this closure, more than 20% of plan participants in
        the LaCross Plan were terminated, which resulted in a partial
        termination of the plan. Due to the partial termination of the plan, all
        affected participants became fully vested in their accrued benefits at
        their termination date. Assets held by these plans consist of cash and
        cash equivalents, fixed income securities consisting of U.S. government
        and corporate bonds and common stocks. The Company also has a defined
        benefit supplemental executive retirement plan (SERP) for certain of its
        executives. The SERP is a non-qualified plan under the Internal Revenue
        Code. The assets in the SERP trust are considered assets of the Company,
        not plan assets, and as such, are included in other assets on the
        accompanying consolidated balance sheets. The assets of the SERP, which
        consist of cash and cash equivalents, are held-to-maturity securities
        and, as such, are carried at cost plus accrued interest.

        COMPONENTS OF NET PERIOD BENEFIT COST

        The components of net periodic benefit costs for the three months ended
        March 31, 2004 and 2003, respectively, of the Company's domestic plans
        are set forth in the following tables:

                                                            2004
                                          ------------------------------------
                                           Del Non-    Del LaCross
                                          Union Plan      Plan          Serp
                                          ----------   -----------     -------

Service Cost                                $   770      $  --        $    13
Interest Cost                                   578         19            106
Expected return on plan assets                 (516)       (18)           --
Recognized prior service cost                    13         --             37
Recognized net (gain) loss                      191          4             (3)
                                            -------      -------      -------

Net periodic cost                           $ 1,036      $   5        $   153
                                            =======      =======      =======


                                                           2003
                                          -------------------------------------
                                          Del Non-     Del LaCross
                                          Union Plan      Plan           Serp
                                          ----------   -----------     --------

Service Cost                                  $ 648       $  --         $  13
Interest Cost                                   514          21           103
Expected return on plan assets                 (394)        (26)         --
Amortization of unrecognized
  transition asset                               (1)         --          --
Recognized prior service cost                    13          --            69
Recognized net (gain) loss                      182           3           (22)
                                              -----       -----         -----

Net periodic cost                             $ 962       $  (2)        $ 163
                                              =====       =====         =====




                                       9
<PAGE>

        CONTRIBUTIONS

        The Company previously disclosed in its financial statements for the
        year ended December 31, 2003, that it expects to contribute
        approximately $5,215 and $808, to its Non-Union Plan and SERP
        respectively, in 2004. The Company did not anticipate that a
        contribution would be made to the LaCross Plan. As of March 31, 2004,
        $755 and $4 of contributions have been made to the Non-Union Plan and
        SERP, respectively, and no contributions have been made to the LaCross
        Plan. The Company presently anticipates contributing an additional
        $3,522 to fund its Non-Union Plan for a total of $4,277, contributing an
        additional $11 to fund its SERP for a total of $15 and making no
        additional contributions to the LaCross Plan. The decrease in the
        expected contribution to the non-union plan for 2004 is due to a change
        in April 2004, in the minimum funding requirement rules for 2004. The
        significant decrease in the expected contributions to the SERP is due to
        the fact that participants over 65 who were assumed to be retiring
        during the first quarter of 2004 did not retire.


  7. 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 was paid by the purchaser on February 13, 2003, in
        accordance with the original terms of the transaction. 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.


  8. CLOSURE OF FARMINGDALE PLANT

        On May 30, 2003, the Company announced the formal plan for the transfer
        of its principal manufacturing operations, for both the Cosmetic and
        Pharmaceutical segments, to Rocky Point, North Carolina from
        Farmingdale, New York. Pursuant to the Company's formal severance policy
        for non-union employees and, severance benefits due under the union
        contract resulting from the plant closure, a charge of $2,033 for
        severance costs and related benefits for approximately 361 union and
        non-union employees associated with this move was recorded during 2003.
        Additional severance benefits earned by employees being terminated will
        be recognized as a charge in the financial statements as such severance
        benefits are earned. During the first quarter of 2004, a recovery of $10
        was recorded for such earned severance benefits, net of adjustments of
        $66 to the initial accrual. During 2004 and 2003, $28 and $127,
        respectively, of relocation and other move related costs were expensed
        as incurred. The Company estimates that a total of approximately $17
        (Cosmetic segment - $11; Pharmaceutical segment - $6), will be incurred
        for additional severance, relocation and other move related costs during
        the second quarter of 2004. As of March 31, 2004, 334 union and
        non-union employees have been terminated and $1,119 in severance
        benefits were paid.

        A summary of the activity in the accrual for the plant closure was as
follows:


               Balance December 31, 2003                             $ 1,714

                     Provision                                            56
                     Payments                                           (800)
                     Adjustments                                         (66)
                                                                       -----

               Balance March 31, 2004                                  $ 904
                                                                       =====







                                       10
<PAGE>


  9. 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, 2003, the Company's Board of Directors approved a 5%
        stock dividend. As a result, 462,998 shares of treasury stock were
        issued on December 29, 2003 to shareholders of record on December 1,
        2003. Accordingly, the weighted-average common shares outstanding in the
        consolidated statement of earnings for the three months ended March 31,
        2003, have been adjusted to reflect the dividend.

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

                                                           THREE MONTHS ENDED
                                                                MARCH 31

                                                             2004      2003
                                                           -------   -------

       Net earnings (numerator)                            $   680   $ 4,325
                                                           -------   -------

       Weighted-average common shares
            (denominator for basic earnings per share)       9,717     9,588

       Effect of dilutive securities:
            Employee stock options                             666       341
                                                           -------   -------

       Weighted-average common and potential
            common shares outstanding
            (denominator for diluted earnings per share)    10,383     9,929
                                                           =======   =======

       Basic earnings per share                            $  0.07   $  0.45
                                                           =======   =======

       Diluted earnings per share                          $  0.07   $  0.44
                                                           =======   =======




         Employee stock options of approximately 948,000 shares for the three
         months ended March 31, 2003, were not included in the net earnings per
         share calculation because their effect would have been anti-dilutive.
         There were no anti-dilutive shares for the three months ended March 31,
         2004.

         As a result of stock options exercised during the three months ended
         March 31, 2004, the corresponding tax benefit of $170 was recorded as a
         reduction to income taxes payable and as an increase in additional
         paid-in capital.


  10. COMPREHENSIVE INCOME

         The components of comprehensive income for the three months ended March
31, 2004 and 2003 were as follows:
                                                  THREE MONTHS ENDED
                                                       MARCH 31
                                                    2004      2003
                                                   ------    ------
      Net earnings                                 $  680    $4,325

      Foreign currency translation gain / (loss)     (165)      789
                                                   ------    ------

      Total comprehensive income                   $  515    $5,114
                                                   ======    ======


                                       11
<PAGE>

   11. 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. 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
                                                     March 31
                                                 2004         2003
                                               --------    --------
        Net sales:
              Cosmetic                         $ 65,238    $ 76,258
              Pharmaceutical                     17,827      17,105
                                               --------    --------
              Consolidated                     $ 83,065    $ 93,363
                                               ========    ========

        Operating income:
              Cosmetic                         $    342    $  6,329
              Pharmaceutical                      1,838       1,727
                                               --------    --------
              Consolidated                     $  2,180    $  8,056

        Other (expense):
              Interest expense, net            $   (965)   $ (1,045)
              Other expense, net               $   (108)   $    (80)
                                               --------    --------

        Earnings before income taxes           $  1,107    $  6,931
                                               ========    ========

        Depreciation and amortization:
              Cosmetic                         $  2,040    $  1,727
              Pharmaceutical                          3          88
                                               --------    --------
              Consolidated                     $  2,043    $  1,815
                                               ========    ========

For the three months ended March 31, 2004, a severance recovery of $(10) was
included in the operating income of the segments, as follows: Cosmetic - $7 and
Pharmaceutical - $3.

  12. 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 related 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 the 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 liabilities 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. During the third quarter of 2002, a trust was
        established with the intention of entering into a Consent Decree with
        the United States and the State of New York to settle all claims by the
        United States and the State of New York for past and future response
        costs and future actions at the Site. In September 2002, the Company
        paid $1,332 into a trust account which was held in escrow, together with
        payments by the other members of the JDG, for the eventual settlement
        with the EPA of the Company's potential liability under CERCLA. During
        the third quarter of 2002, the Company also paid into the same trust
        account $18 for the eventual settlement of the Company's potential
        liability for natural resource damages ("NRD") claims, which were also
        expected to be settled in the Consent Decree. During the second quarter
        of 2003, the United States, the State of New York and Federal District
        Court approved the aforementioned Consent Decree.


                                       12
<PAGE>


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

          OVERVIEW

          Del Laboratories, Inc. is a fully integrated marketing and
          manufacturing company operating in two major segments of the packaged
          consumer products business: cosmetics and over-the-counter
          pharmaceuticals. Each of the Company's marketing divisions is
          responsible for branded lines fitting into one of these general
          categories and develops its own plans and goals consistent with its
          operating environment and the Company's corporate objectives.

          The Company owns a portfolio of highly recognized branded products
          which are easy to use, competitively priced and trusted. As reported
          by ACNielsen, many of the Company's brands have leading market
          positions in their product categories. In our cosmetics segment, the
          Sally Hansen brand is the number one brand in the mass market nail
          care category with market leadership positions in nail color, nail
          treatment, and bleaches and depilatories. The Sally Hansen LaCross
          brand is the leader in nail and beauty implements providing a line of
          high quality beauty implements including nail clippers, files,
          scissors, tweezers and eyelash curlers. N.Y.C. New York Color is one
          of the most successful new cosmetics brands in the mass market. This
          highly recognizable brand of value cosmetics offers a complete
          collection of high quality products at opening price points. In our
          over-the-counter pharmaceutical segment, the Orajel brand is the
          leading oral analgesic in the mass market channel, as reported by
          Information Resources, Inc. The Orajel family of products has been
          developed with unique formulations specifically targeted at distinct
          oral pain and baby care indications. Our Dermarest brand is the most
          complete line of non-prescription products for relief of psoriasis and
          eczema and is the market share leader in the psoriasis/eczema
          treatment category.

          The Company believes it has outstanding customer relationships with a
          diversified group of prominent retailers across multiple distribution
          channels including mass merchandisers, drug chains, drug wholesalers
          and food retailers and wholesalers. The Company has a strong track
          record of developing innovative new products and successful brand
          extensions. An in-house research and development department focuses on
          product development, clinical and regulatory affairs and quality
          control.

          RESULTS OF OPERATIONS

          As discussed in more detail throughout our MD&A:

        o Production start-up problems in connection with the transfer of the
          Company's principal manufacturing operations, for both the Cosmetic
          and Pharmaceutical segments, to Rocky Point, North Carolina from
          Farmingdale, New York adversely impacted order fulfillment. The
          decrease in the first quarter of 2004 net sales and net earnings as
          compared to the first quarter of 2003 is attributable to the lower
          sales volume resulting from the inability to fulfill orders due to the
          production start-up problems.

        o On April 13, 2004, a formal agreement was signed with the lender under
          senior notes to extend the maturity of the notes to April 15, 2011,
          extend the principal payment schedule, reduce the interest rate and
          reduce or eliminate certain restrictive covenants.

        o On April 13, 2004, a formal agreement was signed with three banks
          amending and restating the $45.0 million revolving credit facility to
          extend the facility to April 2009, reduce the interest rate and reduce
          or eliminate certain restrictive covenants.


                                       13
<PAGE>


        Consolidated net sales for the quarter ended March 31, 2004 were $83.1
        million, a decrease of $10.3 million (11.0%) compared to net sales of
        $93.4 million for the first quarter of 2003. The decrease is
        attributable to production start-up problems in connection with the
        transfer of the Company's principal manufacturing operations, for both
        the cosmetic and pharmaceutical segments, to Rocky Point, North Carolina
        from Farmingdale, New York. Due to production start-up problems, the
        Company estimates that net sales for the first quarter of 2004 were
        negatively impacted by approximately $14.1 million. The production
        issues are being addressed and the Company anticipates that during the
        second quarter production efficiencies and order fulfillment should
        approach the pre-relocation levels.

        The cosmetic segment of the business generated net sales for the first
        quarter ended March 31, 2004 of $65.2 million, a decrease of
        approximately $11.1 million, or 14.5% compared to net sales of $76.3
        million in the first quarter of 2003. Due to production start-up
        problems, the Company estimates that cosmetic segment net sales for the
        first quarter of 2004 were negatively impacted by approximately $11.0
        million. The Company's core cosmetic business remains strong, and as
        reported by ACNielsen, the Sally Hansen brand remains the number one
        brand in the mass market nail care category with a 25.6% share of market
        for the quarter ended March 31, 2004.

        The over-the-counter pharmaceutical segment of the business generated
        net sales for the first quarter ended March 31, 2004 of $17.8 million,
        an increase of 4.2% compared to net sales of $17.1 million in the first
        quarter of 2003. Due to production start-up problems, the Company
        estimates that pharmaceutical segment net sales for the first quarter of
        2004 were negatively impacted by approximately $3.1. The
        over-the-counter pharmaceutical business continues to grow and as
        reported by Information Resources, Inc., Orajel, the core brand of the
        pharmaceutical segment continues its leadership position in the oral
        analgesics category with a 27.0% share of market for the first quarter
        of 2004.

        Cost of goods sold for the quarter ended March 31, 2004 was $41.2
        million, or 49.6% of net sales, compared to $45.7 million, or 48.9% of
        net sales for the quarter ended March 31, 2003. The unfavorable variance
        in cost of goods sold as a percentage of net sales is primarily related
        to the lower net sales in 2004 as a result of the inability to fulfill
        orders due to production start-up problems.

        Selling and administrative expenses were $39.7 million, or 47.8% of net
        sales for the quarter ended March 31, 2004 compared to $39.6 million, or
        42.5% of net sales for the first quarter of 2003. Although the general
        and administrative expenses in 2004 were basically equal to the prior
        year, the increase in the percentage of expense to net sales is due to
        the reduced net sales as previously discussed above.

        Net interest expense for the three months ended March 31, 2004 of $1.0
        million was approximately $0.1 million lower than the first quarter of
        2003. The decrease is primarily due to the reduction of $8.0 million of
        outstanding debt related to the 9.5% senior notes, partially offset by
        an increase in average outstanding borrowings of $8.2 million under the
        revolving credit agreement and an increase of $8.0 million under the
        mortgage on the property in North Carolina.

        Income taxes for the three months ended March 31, 2004 are based on the
        Company's expected annual effective tax rate of 38.6% for 2004. The
        increase from the effective tax rate of 37.6% used for the first quarter
        of 2003 is due primarily to an increase in state and local income taxes
        resulting from the reduction of available investment tax credits, an
        increase in the amount of permanent non-deductible expenses and the
        increased effect of such non-deductible expenses on taxable income for
        the first quarter of 2004.

        Net earnings for the three months ended March 31, 2004 were $0.7
        million, or $0.07 per basic share, compared to $4.3 million, or $0.45
        per basic share for the first quarter of 2003. The decrease in net
        earnings for the first quarter of 2004 as compared to prior year is
        directly attributable to the reduction in net sales as a result of the
        inability to fulfill orders due to production start-up problems in
        connection with the transfer of the Company's principal manufacturing
        operations from Farmingdale, New York to Rocky Point, North Carolina.

                                       14
<PAGE>

        LIQUIDITY AND CAPITAL RESOURCES

        CASH FLOW OVERVIEW

        Cash and cash equivalents decreased approximately $0.7 million during
        the first quarter ended March 31, 2004, due to $4.4 million used in
        operating activities and $3.0 million used in investing activities,
        partially offset by $6.7 million provided primarily by borrowings under
        the revolving credit agreement. As discussed below, the $4.4 million
        used in operating activities is primarily due to lower net earnings and
        increases in inventories.

        OPERATING ACTIVITIES

        Net cash used in operating activities for the quarter ended March 31,
        2004 of $4.4 million was primarily due to increases in inventories of
        $8.2 million and other assets of $2.9 million, partially offset by net
        earnings before depreciation and amortization of $2.7 million, decreases
        in accounts receivable of $3.9 million, and an increase in accrued
        liabilities of $1.5 million. The increase in inventories is due to the
        timing of purchases of raw materials and components to support projected
        sales levels and the inability to ship unfulfilled orders as a result of
        the start-up production problems. The increase in other assets is
        primarily related to increased inventories of displays to support
        projected product shipments.

        On May 30, 2003, the Company announced the formal plan for the transfer
        of its principal manufacturing operations, for both the Cosmetic and
        Pharmaceutical segments, to Rocky Point, North Carolina from
        Farmingdale, New York. Pursuant to the Company's formal severance policy
        for non-union employees and severance benefits due under the union
        contract resulting from the plant closure, a charge of $2.0 million for
        severance costs and related benefits for approximately 361 union and
        non-union employees associated with this move was recorded through March
        31, 2004. Additional severance benefits earned by employees being
        terminated will be recognized as a charge in the financial statements as
        such severance benefits are earned. As of March 31, 2004, 334 union and
        non-union employees have been terminated and $1.1 million in severance
        benefits were paid. Additionally, it is anticipated that approximately
        $0.8 million will be paid by September 30, 2004.

        INVESTING ACTIVITIES

        Net cash used in investing activities of $3.0 million was primarily for
        expenditures related to tooling, plates & dies and machinery and
        equipment. The Company estimates that capital spending related to
        tooling, plates & dies, and machinery and equipment will approximate a
        total of $9.0 million for fiscal year 2004.

        FINANCING ACTIVITIES

        Net cash provided by financing activities of $6.7 million was
        principally due to borrowings under the revolving credit facility.

        On April 13, 2004, the $24.0 million senior notes were amended and
        restated. The maturity of the notes was extended to April 15, 2011, the
        interest rate was reduced to 5.56% payable semi-annually on October 15
        and April 15 of each year, and principal payments of $6.0 million are
        due annually on April 15, 2008 through April 15, 2011. The amended
        agreement is unsecured and includes covenants, which provide among other
        things, for the maintenance of certain financial ratios.



                                       15
<PAGE>


        On April 13, 2004, the $45.0 million revolving credit agreement with
        banks was amended and restated. The amended facility provides credit of
        $45.0 million, extends the expiration to April 13, 2009, eliminates all
        fixed dollar covenants, and reduces the interest rate pricing to a range
        of 75 - 100 basis points over LIBOR depending on certain financial
        ratios. The Company has the option to borrow at prime rates or LIBOR.
        Covenants provide, among other things, for the maintenance of certain
        financial ratios. The agreement is unsecured and no compensating
        balances are required.

        On April 1, 2004, the lender under the mortgage covering the property in
        Barrie, Ontario agreed to extend the maturity of the mortgage from March
        1, 2005 to April 1, 2009 and to reduce the interest rate from 8.38% to
        6.37%.

        The Company does not use any off-balance sheet financing arrangements.

        DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS

        In order to aggregate all contractual obligations as of March 31, 2004,
        the Company has included the following table:

<TABLE>
<CAPTION>
                                                        PAYMENTS DUE BY PERIOD
                                                               ($000)

                                                 LESS      1 - 2      2 - 3      3 - 5      AFTER 5
                                    TOTAL       1 YEAR     YEARS      YEARS      YEARS      YEARS
                                    --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>           <C>         <C>         <C>         <C>

Long-term debt                      $ 37,671   $    863   $    890   $    918   $  7,921   $ 27,079
Revolving credit agreement            40,800       --         --         --         --       40,800
Capital leases                           412        114        122        131         45       --
Operating leases                      32,139      3,439      3,179      2,983      5,480     17,058
                                    --------   --------   --------   --------   --------   --------

Total contractual obligations (a)   $111,022   $  4,416   $  4,191   $  4,032   $ 13,446   $ 84,937
                                    ========   ========   ========   ========   ========   ========

</TABLE>
         (a) The Company expects to contribute approximately $6.0 million in
         fiscal year 2004 to fund its pension plans. These expected pension
         contributions are not included in the above table.

        FUTURE CAPITAL REQUIREMENTS

        The Company's near-term cash requirements are primarily related to the
        funding of operations, capital expenditures and interest obligations on
        outstanding debt. The Company believes that cash flows from operating
        activities, cash on hand and amounts available from the credit facility
        will be sufficient to enable the Company to meet its anticipated cash
        requirements for 2004. 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.




                                       16
<PAGE>


        DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        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.


        REVENUE RECOGNITION

        The Company sells its products to chain drug stores, mass volume
        retailers, supermarkets, wholesalers and overseas distributors. Sales of
        such products are denominated in U.S. dollars and sales in Canada are
        denominated in Canadian 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 sales policies. The Company
        regularly reviews and revises, as deemed necessary, its estimates 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.


        PROMOTIONAL ALLOWANCES AND CO-OPERATIVE ADVERTISING

        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 sales incentives offered
        voluntarily by the Company to customers, without charge, that can be
        used in or that are exercisable by a customer as a result of a single
        exchange transaction, are recorded as a reduction of net sales at the
        later of the sale or the offer, and primarily allow customers to take
        deductions against amounts owed to the Company for product purchases.
        The Company also has co-operative advertising arrangements with retail
        customers to reimburse them for all or a portion of their advertising of
        the Company's products. The estimated liabilities for these co-operative
        advertising arrangements are recorded as advertising expense as
        incurred, or in the period the related revenue is recognized, depending
        on the terms of the arrangement, and included in selling and
        administrative expenses, since the Company receives an identifiable
        benefit from retail customers for an amount equal to or less than the
        fair value of such advertising cost. These arrangements primarily allow
        retail customers to take deductions against amounts owed to the Company
        for product purchases. The Company regularly reviews and revises the
        estimated accruals for these promotional allowance and co-operative
        advertising programs. 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.



                                       17
<PAGE>


        ACCOUNTS RECEIVABLE

        In estimating the collectibility of our trade receivables, the Company
        evaluates specific accounts when it becomes aware of information
        indicating that a customer may not be able to meet its financial
        obligations due to a deterioration of its financial condition, lower
        credit ratings or bankruptcy. The Company also reviews the related aging
        of past due receivables in assessing the realization of these
        receivables. The allowance for doubtful accounts is determined based on
        the best information available to us on specific accounts and is also
        developed by using percentages applied to certain receivables.


        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 a reduction 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 reductions 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.
        Leasehold improvements are amortized on a straight-line basis over the
        lesser of the estimated useful lives or the lease term. Changes in
        circumstances, such as technological advances, changes to the Company's
        business model or changes in the Company's capital strategy could 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.

        Intangible assets with determinable lives and other 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. Recoverability of assets to be
        held and used is measured by comparison of the carrying amount of an
        asset to the future net cash flows expected to be generated by the
        asset. 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. 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.

        Goodwill must be tested annually for impairment at the reporting unit
        level. The Company's reporting units are its Cosmetic 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. The annual testing performed as
        of January 1, 2004, indicated that there was no impairment to goodwill.



                                       18
<PAGE>


        The remaining useful lives of intangible assets subject to amortization
        are evaluated each reporting period to determine whether events and
        circumstances warrant a revision to the remaining period of
        amortization. If the estimate of an intangible asset's remaining useful
        life is changed, the remaining carrying amount of the intangible asset
        should be amortized prospectively over that revised remaining useful
        life.


        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 actuarial valuation incorporates
        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.


        NEW ACCOUNTING PRONOUNCEMENTS


        In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
        Variable Interest Entities" ("FIN No. 46"). FIN No. 46 was subject to
        significant interpretation by the FASB, and was revised and reissued in
        December 2003 ("FIN No. 46R"). FIN No. 46R states that if an entity has
        a controlling financial interest in a variable interest entity, the
        assets, the liabilities and results of activities of the variable
        interest entity should be included in the consolidated financial
        statements of the entity. The provisions of FIN No. 46 and FIN No. 46R
        are applicable for all entities that are considered special purpose
        entities ("SPE") by the end of the first reporting period ending after
        December 15, 2003. The provisions of FIN No. 46R are applicable to all
        other types of variable interest entities for reporting periods ending
        after March 15, 2004. The adoption of FIN No. 46 and FIN No. 46R did not
        have a material impact on the Company's consolidated financial
        statements.


        During the first quarter of 2004, the Financial Accounting Standards
        Board ("FASB") issued exposure draft No. 1102-100, "Share-Based Payment,
        an amendment of FASB Statements No. 123 and 95." This exposure draft
        would require stock-based compensation to employees to be recognized as
        a cost in the financial statements and that such cost be measured
        according to the fair value of the stock options. In the absence of an
        observable market price for the stock awards, the fair value of the
        stock options would be based upon a valuation methodology that takes
        into consideration various factors, including the exercise price of the
        option, the expected term of the option, the current price of the
        underlying share, the expected volatility of the underlying share price,
        the expected dividends on the underlying share and the risk-free
        interest rate. The proposed requirements in the exposure draft would be
        effective for the first fiscal year beginning after December 15, 2004.
        The FASB intends to issue a final Statement during the fourth quarter of
        2004. The Company will continue to monitor communications on this
        subject from the FASB in order to determine the impact on the Company's
        consolidated financial statements.


                                       19
<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, 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," "look forward to," "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.


        Item 4. CONTROLS AND PROCEDURES


        As of the end of the period covered by this report, the Company
        evaluated, under the supervision and with the participation of the
        Company's management, including the Company's Chief Executive Officer
        and Chief Financial Officer, the effectiveness of the design and
        operation of the Company's disclosure controls and procedures (as
        defined in Exchange Act Rule 13a - 15(e) and 15d - 15(e). Based upon
        that evaluation, the Chief Executive Officer and Chief Financial Officer
        concluded that the Company's disclosure controls and procedures were
        effective as of the end of the period covered by this quarterly report.

        The Company's management, including the Company's Chief Executive
        Officer and Chief Financial Officer, has evaluated the Company's
        internal control over financial reporting to determine whether any
        changes occurred during the quarter covered by this report that have
        materially affected, or are reasonably likely to materially affect, our
        internal control over financial reporting. Based on that evaluation,
        there has been no such change during the quarter covered by this report.



                                       20
<PAGE>

PART II - OTHER INFORMATION


Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
        Securities

                     ISSUER PURCHASES OF EQUITY SECURITIES

                                                           Total Number of
                                                           Shares (or Units)
             Total Number of          Average Price       Purchased as Part of
            Shares (or Units)        Paid per Share        Publicly Announced
                Purchased               (or Unit)              Programs

January         5,389                   $28.09                  --

February         --                       --                    --

March           4,671                   $33.50                  --
               ------                   ------                ------
               10,060(1)                $30.60                  (2)
               ======                   ======                ======

(1) Represents shares tendered by employees to pay for stock options exercised
and shares withheld from options exercised to satisfy income tax liabilities on
gains resulting from the exercise.

(2) The Company does not have any publicly announced share repurchase program.


Item 5. Other Information

(b) Stockholders who wish to recommend to the Nominating Committee a candidate
    for election to the Board of Directors should send their letters to:

                        Attn: Nominating Committee
                        c/o Gene Wexler, Corporate Secretary
                        Del Laboratories, Inc.
                        P.O. Box 9357
                        Uniondale, New York 11553-9357
                        Fax: 516-844-2942

The Corporate Secretary will promptly forward all such letters to the members of
the Nominating Committee. Certain procedures must be followed by stockholders to
recommend to the Nominating Committee candidates for election as Directors. The
Corporate Secretary must receive the stockholder's recommendation no later than
ninety (90) days in advance of the meeting, assuming that the meeting will be
held on or after the anniversary date of this year's meeting.

The monination must contain the following information about the candidate:

        -       name
        -       age
        -       business and residence addresses
        -       principal occupation or employment
        -       the number of shares of common stock of the Corporation
                beneficially owned by the nominee
        -       the information that would be required under the rules of the
                SEC in a Proxy Statement soliciting proxies for the election of
                such nominee as a Director
        -       a signed consent of the nominee to serve as a Director of the
                Corporation, if elected


                                       21


<PAGE>


Item 6. Exhibits and Reports On Form 8-K
<TABLE>
<CAPTION>
           (a)      Exhibits
                    <S>            <C>
                    Exhibit 31.1   Certification of Chief Executive Officer
                    Exhibit 31.2   Certification of Chief Financial Officer
                    Exhibit 32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
                    Exhibit 32.2   Certification of Chief Financial Officer  Pursuant to 18 U.S.C. Section 1350
</TABLE>

           (b)      Reports on Form 8-K

                    The Company filed a Form 8-K with the SEC, dated
                    February 26, 2004 to report under Item 12 of that
                    Form that a press release was issued on February 25, 2004
                    announcing earnings for the three and twelve months ended
                    December 31, 2003. A copy of the press release was filed as
                    an exhibit to the Form 8-K

                    The Company filed a Form 8-K with the SEC, dated March 26,
                    2004 to report under Item 9 of that Form that a press
                    release was issued on March 25, 2004 announcing a trademark
                    licensing agreement with Elizabeth Arden. A copy of the
                    press release was filed as an exhibit to the Form 8-K.

                    The Company filed a Form 8-K with the SEC, dated April 16,
                    2004 to report under Item 5 of that Form that the Company
                    amended and restated its unsecured revolving credit
                    agreement and its senior notes as of April 13, 2004. Copies
                    of the complete agreements were filed as exhibits to the
                    Form 8-K.

                    The Company filed a Form 8-K with the SEC, dated April
                    30, 2004 to report under Item 12 of that Form that a press
                    release was issued on April 29, 2004 announcing earnings for
                    the three months ended March 31, 2004. A copy of the press
                    release was filed as an exhibit to the Form 8-K.





                                       22
<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:   MAY 7, 2004         /S/ DAN K. WASSONG
           ----------------------      ------------------
                                       Dan K. Wassong
                                       Chairman, President and
                                       Chief Executive Officer








           DATE:   MAY 7, 2004         /S/ ENZO J. VIALARDI
           -------------------         --------------------
                                       Enzo J. Vialardi
                                       Executive Vice President and
                                       Chief Financial Officer





                                       23
<PAGE>