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 SEPTEMBER 30, 2003

      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  (  )

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 November
12, 2003 was 9,235,322.




<PAGE>





                     DEL LABORATORIES, INC. AND SUBSIDIARIES

                                      Index




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

            Consolidated Balance Sheets as of
                September 30, 2003 and December 31, 2002                     3

            Consolidated Statements of Earnings for the three and nine
                months ended September 30, 2003 and 2002                     4

            Consolidated Statements of Cash Flows for the nine
                months ended September 30, 2003 and 2002                     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                                         19



Part II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                20


SIGNATURES                                                                  21



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
                    September 30, 2003 and December 31, 2002
               (In thousands, except for share and per share data)


                                                                    September 30   December 31
                                                                        2003          2002
                                                                        ----          ----
                                                                     (UNAUDITED)
          ASSETS

Current assets:
<S>                                                                  <C>          <C>
          Cash and cash equivalents                                  $   2,252    $     501
          Accounts receivable-less allowance for doubtful accounts
             of $4,605 in 2003 and $4,962 in 2002                       67,504       51,080
          Inventories                                                   86,914       79,913
          Income taxes receivable                                          460        1,319
          Deferred income taxes                                          7,934        7,934
          Prepaid expenses and other current assets                      3,388        2,981
                                                                     ---------    ---------
                        Total current assets                           168,452      143,728

Property, plant and equipment, net                                      47,564       37,434
Intangibles arising from acquistions, net                                7,871        8,380
Goodwill                                                                 6,282        6,282
Other assets                                                            14,705       10,139
Deferred income taxes                                                    5,019        5,019
                                                                     ---------    ---------
                        Total assets                                 $ 249,893    $ 210,982
                                                                     =========    =========

          LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
          Current portion of long-term debt                          $   8,553    $   8,396
          Accounts payable                                              39,366       32,397
          Accrued liabilities                                           24,354       21,699
                                                                     ---------    ---------
                        Total current liabilities                       72,273       62,492

Long-term pension liability, less current portion                       10,656       10,656
Deferred income taxes                                                    4,348        4,348
Deferred liability                                                       1,271         --
Long-term debt, less current portion                                    62,399       50,588
                                                                     ---------    ---------
                        Total liabilities                              150,947      128,084
                                                                     ---------    ---------

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                                     5,988        5,393
          Accumulated other comprehensive loss                          (2,450)      (4,278)
          Retained earnings                                            100,148       86,232
                                                                     ---------    ---------
                                                                       113,686       97,347

          Less: Treasury stock at cost, 766,014 shares
                in 2003 and 872,261 shares in 2002                     (14,098)     (13,667)
                Receivables for stock options exercised                   (642)        (782)
                                                                     ---------    ---------
                        Total shareholders' equity                      98,946       82,898
                                                                     ---------    ---------

                        Total liabilities and shareholders' equity   $ 249,893    $ 210,982
                                                                     =========    =========


               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 NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
              (In thousands, except for share and per share data)
                                   (UNAUDITED)


                                                 THREE MONTHS ENDED             NINE MONTHS ENDED
                                                    SEPTEMBER 30                  SEPTEMBER 30
                                                    ------------                  ------------

                                                  2003           2002           2003          2002
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
Net sales                                     $    99,716    $    95,215    $   291,055    $   268,417

Cost of goods sold                                 49,017         48,024        141,845        130,380
Selling and administrative expenses                41,931         37,672        121,735        112,752
Severance expenses (note 7)                           119           --            1,969           --
                                              -----------    -----------    -----------    -----------

Operating income                                    8,649          9,519         25,506         25,285

Other income (expense):
    Gain on sale of land                             --             --             --            2,428
    Interest expense, net                            (954)        (1,083)        (3,008)        (3,427)
    Other expense, net                                (31)           (81)            (4)          (297)
                                              -----------    -----------    -----------    -----------

Earnings before income taxes                        7,664          8,355         22,494         23,989
Income taxes                                        3,013          3,259          8,578          9,356
                                              -----------    -----------    -----------    -----------
Net earnings                                  $     4,651    $     5,096    $    13,916    $    14,633
                                              ===========    ===========    ===========    ===========

Earnings per common share:
    Basic                                     $      0.50    $      0.56    $      1.52    $      1.62
                                              ===========    ===========    ===========    ===========
    Diluted                                   $      0.48    $      0.54    $      1.45    $      1.56
                                              ===========    ===========    ===========    ===========

Weighted average common shares outstanding:
    Basic                                       9,230,000      9,095,000      9,170,000      9,023,000
                                              ===========    ===========    ===========    ===========
    Diluted                                     9,723,000      9,418,000      9,585,000      9,391,000
                                              ===========    ===========    ===========    ===========









               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 NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (In thousands)
                                   (UNAUDITED)

                                                                     SEPTEMBER 30
                                                                   2003        2002
                                                                   ----        ----

Cash flows provided by (used in) operating activities:
<S>                                                              <C>         <C>
Net earnings                                                     $ 13,916    $ 14,633
Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
Depreciation and amortization                                       6,051       5,545
Provision for doubtful accounts                                      (167)      1,073
Gain on sale of land                                                 --        (2,428)
Other non-cash operating items                                        140         128
Changes in operating assets and liabilities:
    Accounts receivable                                           (15,671)     (7,912)
    Inventories                                                    (5,561)    (11,248)
    Prepaid expenses and other current assets                        (636)       (538)
    Other assets                                                   (4,488)     (1,586)
    Accounts payable                                                6,371      11,394
    Accrued liabilities                                             2,456       2,470
    Deferred liability                                              1,271        --
    Income taxes receivable / payable                               2,461      (1,669)
                                                                 --------    --------

          Net cash provided by operating activities                 6,143       9,862
                                                                 --------    --------

Cash flows provided by (used in) investing activities:
    Net proceeds from sale of land                                    235       2,940
    Property, plant and equipment additions                       (14,601)     (5,430)
                                                                 --------    --------

         Net cash used in investing activities                    (14,366)     (2,490)
                                                                 --------    --------

Cash flows provided by (used in) financing activities:
    Principal borrowings under revolving credit agreement, net     11,000        --
    Principal payments under mortgages                               (113)       (265)
    Principal payment under senior notes                           (8,000)     (4,000)
    Repayment of mortgage                                          (3,865)       --
    Borrowings under mortgage and construction loan                12,312        --
    Payment of capital lease obligations                              (78)       --
    Repayment on receivables for stock options exercised             --            13
    Proceeds from the exercise of stock options                       100          76
    Acquisition of treasury stock                                  (1,408)     (2,491)
                                                                 --------    --------

          Net cash provided by (used in) financing activities       9,948      (6,667)
                                                                 --------    --------

Effect of exchange rate changes on cash                                26         (19)
                                                                 --------    --------

Net increase in cash and cash equivalents                           1,751         686

Cash and cash equivalents at beginning of year                        501       2,688
                                                                 --------    --------

Cash and cash equivalents at end of period                       $  2,252    $  3,374
                                                                 ========    ========

Supplemental disclosures:
Cash paid:
    Interest                                                     $  2,480    $  2,577
    Income taxes                                                 $  6,161    $ 11,134

Non-cash items:
    Income tax benefit arising from stock options exercised      $  1,467    $  2,349
    Shares tendered by optionees to exercise stock options       $  5,722    $  6,196
    Equipment acquired under capitalized leases                  $    543    $   --

               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
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

     On January 1, 2003, the Company adopted SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities". SFAS No. 146 requires that a
     liability be recognized for costs associated with an exit or disposal
     activity only when the liability is incurred. SFAS No. 146 also establishes
     fair value as the objective for initial measurement of liabilities related
     to exit or disposal activities. In accordance with the adoption of SFAS No.
     146, other relocation costs and additional severance benefits as a result
     of the plant closure described in note 7, will be recognized when such
     benefits are incurred.

     Effective January 1, 2003, the Company adopted the provisions of FASB
     Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
     for Guarantees, Including Indirect Guarantees of Indebtedness of Others"
     ("FIN 45"). FIN 45 requires that at the inception of the guarantee, a
     liability be recorded on the guarantor's balance sheet for the fair value
     of the obligation undertaken in issuing the guarantee. In addition, FIN 45
     requires disclosures about the guarantees that an entity has issued. The
     adoption of FIN 45 did not have any effect on the Company's consolidated
     results of operations, cash flows or financial position.

     A summary of the Company's critical and significant accounting policies are
     presented in its 2002 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

  <TABLE>
  <CAPTION>
                                                      THREE MONTHS ENDED              NINE MONTHS ENDED
                                                         SEPTEMBER 30                    SEPTEMBER 30
                                                         ------------                    ------------

                                                        2003         2002              2003        2002
                                                        ----         ----              ----        ----
<S>                                                   <C>           <C>               <C>         <C>
         Net earnings, as reported                     $  4,651   $  5,096           $ 13,916   $   14,633
         Deduct:  Total stock-based employee
            compensation expense determined under
            fair value based method for all awards
            net of related tax effects                 $   (581)  $   (541)          $ (1,730)  $   (1,223)
                                                       --------   --------           --------   ----------
         Pro forma net earnings                        $  4,070   $  4,555           $ 12,186   $   13,410
                                                       ========   ========           ========   ==========
         Earnings per share:
              Basic - as reported                      $   0.50   $   0.56           $   1.52   $     1.62
                                                       ========   ========           ========   ==========
              Basic - pro forma                        $   0.44   $   0.50           $   1.33   $     1.49
                                                       ========   ========           ========   ==========

              Diluted - as reported                    $   0.48   $   0.54           $   1.45   $     1.56
                                                       ========   ========           ========   ==========
              Diluted - pro forma                      $   0.42   $   0.48           $   1.27   $     1.43
                                                       ========   ========           ========   ==========
</TABLE>


     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 the third quarters of 2003 and 2002,
     respectively: dividend yields 0% and 0%; expected lives of 5.0 and 7.0
     years; risk-free interest rates of 2.60% and 4.36%; and expected volatility
     of 35.4% and 39.1%. The weighted-average fair value of options granted
     during the third quarters of 2003 and 2002 were $8.76 and $10.73,
     respectively.

     Assumptions for the first nine months of 2003 and 2002, respectively, were:
     dividend yields 0% and 0%; expected lives of 5.0 and 5.9 years; risk-free
     interest rates of 2.51% and 4.42%; and expected volatility of 35.4% and
     39.1%. The weighted-average fair value of options granted during the first
     nine months of 2003 and 2002 were $8.19 and $9.92, respectively.

     On April 22, 2003, the Financial Accounting Standards Board ("FASB")
     determined that stock-based compensation should be recognized as a cost in
     the financial statements and that such cost be measured according to the
     fair value of the stock options. The FASB has not as yet determined the
     methodology for calculating fair value and plans to issue an exposure draft
     and final statement in 2004. We 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:




                                                September 30     December 31
                                                     2003            2002
                                                     ----            ----

                 Raw Materials                     $ 45,990        $35,942
                 Work in Process                      4,079          3,878
                 Finished Goods                      36,845         40,093
                                                   --------        -------

                                                   $ 86,914        $79,913
                                                   ========        =======




                                      -7-
<PAGE>


4.   INTANGIBLES

     Intangibles arising from acquisitions were as follows:

                                                 September 30, 2003
                                                 ------------------

                                       Gross Carrying    Accumulated   Net Book
                                            Value       Amortization     Value
                                       --------------   ------------   ---------
     Intellectual property rights         $ 10,558         $ 2,874      $ 7,684
     Trademarks                              3,000           2,813          187
                                          --------         -------      -------
                                          $ 13,558         $ 5,687      $ 7,871
                                          ========         =======      =======

                                                 December 31, 2002
                                                 -----------------

                                       Gross Carrying     Accumulated   Net Book
                                            Value        Amortization    Value
                                       --------------   ------------   ---------

     Intellectual property rights         $ 10,558         $ 2,478      $ 8,080
     Trademarks                              3,000           2,700          300
                                          --------         -------      -------
                                          $ 13,558         $ 5,178      $ 8,380
                                          ========         =======      =======

     Amortization expense was $170 and $170 for the three months ended September
     30, 2003 and 2002, respectively, and amounted to $509 and $508 for the nine
     months ended September 30, 2003 and 2002, respectively. The estimated
     amortization expense for the fiscal years ending December 31, 2003, 2004,
     2005, 2006 and 2007, is $678, $678, $528, $528 and $528, respectively. The
     useful lives for intellectual property rights and trademarks are 20 years.

5.   LONG - TERM DEBT

     Long - term debt consisted of the following:
                                                   September 30     December 31
                                                      2003             2002
                                                      ----             ----

         9.5% senior notes                          $ 24,000        $ 32,000
         Notes payable under revolving
          credit agreement                            33,000          22,000
         Mortgages on land and buildings              13,487           4,984
         Obligations under capital leases                465             -
                                                    --------        --------

                                                    $ 70,952        $ 58,984
         Less current portion                          8,553           8,396
                                                    --------        --------
                                                    $ 62,399        $ 50,588
                                                    ========        ========

     At December 31, 2002, the Company had an outstanding balance of $3,954
     under a five-year mortgage on the land and buildings in North Carolina.
     During the first quarter of 2003, the Company paid $89 of the mortgage and
     refinanced the balance with a seven-year $12,480 combination mortgage and
     construction loan facility. Of this facility, $12,312 was drawn down
     through September 30, 2003, of which $3,865 was used to pay the outstanding
     balance on the existing mortgage and $8,447 was used for funding of
     construction costs in connection with the expansion in North Carolina. The
     mortgage and construction loan facility provides construction funding as
     funds are expended during the building expansion project. The mortgage
     includes an interest rate based on LIBOR plus 1.75%, which totaled 2.87% as
     of September 30, 2003, monthly principal payments beginning April 15, 2004
     based on a 20 year amortization schedule, a balloon payment due in March
     2010, and terms that provide for the maintenance of certain financial
     ratios.


6.   SALE OF LAND

     On February 13, 2002, the Company sold 13.5 acres of vacant land in
     Farmingdale, New York to an unrelated third party for gross proceeds of
     $3,335, which was reduced by $160 for closing costs. In addition, $235 of
     the sales price was paid by the purchaser on February 13, 2003, in
     accordance with the original terms of the transaction. The land was
     included in property, plant and equipment at December 31, 2001, with a book
     value of $500. After transaction related costs of $407, the sale resulted
     in a gain of $2,428, (approximately $1,457 after-tax, or $0.16 per basic
     share) which was recorded in the first quarter of 2002. 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-
<PAGE>


7.   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 $1,850 ($1,140 after-tax, or $0.12 per
     basic share) for severance costs and related benefits for approximately 370
     union and non-union employees associated with this move was recorded in the
     second quarter of 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 third quarter of 2003, a
     charge of $119 ($73 after-tax, or $0.01 per basic share) was recorded for
     such earned severance benefits, net of adjustments of $15 to the initial
     accrual. Through September 30, 2003, $18 of relocation and other move
     related costs were expensed as incurred. The Company estimates that a total
     of approximately $162 (Cosmetic segment - $106; Pharmaceutical segment -
     $56), will be incurred for additional severance, relocation and other move
     related costs during the fourth quarter of 2003 and approximately $102
     (Cosmetic segment - $66; Pharmaceutical segment - $36), will be incurred
     for such costs in the first six months of 2004. As of September 30, 2003,
     58 union and non-union employees have been terminated and $67 in severance
     benefits was paid.

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


          Balance December 31, 2002                    $    -

                 Provision                                 1,850
                                                       ---------

          Balance June 30, 2003                        $   1,850
                                                       ---------

                 Provision                                   134
                 Payments                                    (67)
                 Adjustments                                 (15)
                                                       ---------

          Balance September 30, 2003                   $   1,902
                                                       =========





                                      -9-
<PAGE>



8.   EARNINGS PER SHARE

     Basic earnings per share is computed by dividing income available to common
     shareholders (which equals the Company's 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 7, 2002, the Company's Board of Directors approved a 5% stock
     dividend. As a result, 434,835 shares of treasury stock were issued on
     December 27, 2002 to shareholders of record on November 29, 2002.
     Accordingly, the weighted-average common shares outstanding in the
     consolidated statement of earnings for the three and nine months ended
     September 30, 2002, 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:
<TABLE>
<CAPTION>
                                                    Three Months Ended        Nine Months Ended
                                                       September 30             September 30
                                                       ------------             ------------

                                                   2003         2002          2003          2002
                                                  -------      -------      --------      --------
<S>                                              <C>          <C>          <C>           <C>
     Net earnings (numerator)                    $ 4,651      $ 5,096      $ 13,916      $ 14,633
                                                 -------      -------      --------      --------

     Weighted-average common shares
          (denominator for basic
          earnings per share)                      9,230        9,095         9,170         9,023

     Effect of dilutive securities:
          Employee stock options                     493          323           415           368
                                                 -------      -------      --------      --------

     Weighted-average common and potential
          common shares outstanding
          (denominator for diluted
          earnings per share)                      9,723        9,418         9,585         9,391
                                                 =======      =======      ========      ========

     Basic earnings per share                      $0.50        $0.56         $1.52         $1.62
                                                 =======      =======      ========      ========

     Diluted earnings per share                    $0.48        $0.54         $1.45         $1.56
                                                 =======      =======      ========      ========
</TABLE>


     Employee stock options to purchase approximately 872,000 shares for the
     three months ended September 30, 2002, and 461,000 and 552,000 shares for
     the nine months ended September 30, 2003 and 2002, respectively, 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 September 30, 2003.

     As a result of stock options exercised during the nine months ended
     September 30, 2003, the corresponding tax benefit of $1,467 was recorded as
     a reduction to income taxes payable and as an increase in additional
     paid-in capital.


9.   COMPREHENSIVE INCOME

     The components of comprehensive income for the three and nine months ended
     September 30, 2003 and 2002 were as follows:
<TABLE>
<CAPTION>
                                         Three Months Ended       Nine Months Ended
                                            September 30            September 30
                                            ------------            ------------
                                          2003       2002        2003        2002
                                          ----       ----        ----        ----

<S>                                      <C>        <C>        <C>          <C>
      Net earnings                       $ 4,651    $ 5,096    $ 13,916     $14,633

      Foreign currency translation            (8)      (431)      1,828          10
                                         -------    -------    --------     -------

      Total comprehensive income         $ 4,643    $ 4,665    $ 15,744     $14,643
                                         =======    =======    ========     =======
</TABLE>


                                      -10-
<PAGE>

10.  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.
<TABLE>
<CAPTION>
                                          Three Months Ended            Nine Months Ended
                                             September 30                 September 30
                                             ------------                 ------------
                                        2003           2002           2003           2002
                                        ----           ----           ----           ----
     Net sales:
<S>                                   <C>            <C>            <C>            <C>
             Cosmetic                 $ 79,641       $ 77,921       $234,475       $217,901
             Pharmaceutical             20,075         17,294         56,580         50,516
                                      --------       --------       --------       --------
             Consolidated             $ 99,716       $ 95,215       $291,055       $268,417
                                      ========       ========       ========       ========

     Operating income:
             Cosmetic                 $  4,855       $  6,547       $ 17,042       $ 18,459
             Pharmaceutical              3,794          2,972          8,464          6,826
                                      --------       --------       --------       ---------
             Consolidated             $  8,649       $  9,519       $ 25,506       $ 25,285

     Other income (expense):
             Gain on sale of land     $    -         $     -        $    -         $  2,428
             Interest expense, net    $   (954)      $ (1,083)      $ (3,008)      $ (3,427)
             Other expense, net       $    (31)      $    (81)      $     (4)      $   (297)
                                      --------      ---------       --------       --------

     Earnings before income taxes     $  7,664       $  8,355       $ 22,494       $ 23,989
                                      ========       ========       ========       ========

     Depreciation and amortization:
             Cosmetic                 $  1,918       $  1,847       $  5,757       $  5,298
             Pharmaceutical                107             89            294            247
                                      --------       --------      ---------       --------

             Consolidated             $  2,025       $  1,936      $   6,051       $  5,545
                                      ========       ========      =========       ========

</TABLE>


     For the three months ended September 30, 2003, severance expense of $119
     was included in the operating income of the segments, as follows: Cosmetic
     - $77 and Pharmaceutical - $42. For the nine months ended September 30,
     2003, severance expense of $1,969 was included in the operating income of
     the segments, as follows: Cosmetic - $1,280 and Pharmaceutical - $689.

     Operating income for the nine months ended September 30, 2003 includes an
     estimated recovery of $511, recorded in the second quarter of 2003, related
     to a 2001 charge for the K-Mart Chapter XI bankruptcy filing. Of this
     amount $431, or 84% was attributable to the Cosmetic segment and $80 or 16%
     was attributable to the Pharmaceutical segment.




                                      -11-
<PAGE>





11.  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. The charge of $785
     had a negative impact of $0.05 per basic share on net earnings in the
     second quarter of 2002 and for the year ended December 31, 2002. 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 also
     are expected to be settled in the Consent Decree. During the second quarter
     of 2003, the United States, the State of New York and the Federal District
     Court approved the aforementioned Consent Decree.



12.  OPERATING LEASES

     The Company's corporate offices are located in approximately 48,000 square
     feet of leased space in Uniondale, New York. On July 17, 2003, the Company
     entered into an agreement to extend this lease to December 31, 2014, and
     simultaneously entered into a lease agreement through December 31, 2014 for
     approximately 41,000 additional square feet of leased space within the same
     building in Uniondale, New York. The Company will transfer all
     administrative offices currently located in Farmingdale, N.Y. to Uniondale,
     N.Y. and consolidate the corporate and administrative offices at the
     Uniondale, N.Y. facility. The total payment obligation for these leases
     approximates $28,670 as shown in the following table:

                                         Payments due by period
                               ---------------------------------------
                              Less than 1 year               $    787
                              1 - 2 years                       2,019
                              2 - 3 years                       2,417
                              3 - 5 years                       5,071
                              After 5 years                    18,376
                                                               ------
                                                       Total $ 28,670
                                                             ========


     The deferred liability on the accompanying consolidated balance sheet as of
     September 30, 2003, represents deferred rent expense, as well as a payment
     received by the Company from the lessor at the lease inception, which will
     be recorded as a reduction of rent expense over the life of the lease.





                                      -12-
<PAGE>





Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------
         (In thousands, except per share data)


DISCUSSION OF CRITICAL ACCOUNTING POLICIES

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

REVENUE RECOGNITION

The Company sells its products to chain drug stores, mass volume retailers,
supermarkets, 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 an 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 estimate of reserves for future sales returns based primarily
upon actual return rates by product and planned product discontinuances. The
Company records estimated reserves for future sales returns as a reduction of
sales, cost of sales and accounts receivable. Returned products which are
recorded as inventories are valued based on estimated realizable value. The
physical condition and marketability of the returned products are the major
factors considered by the Company in estimating realizable value. Actual
returns, as well as estimated realizable values of returned products, may differ
significantly, either favorably or unfavorably, from estimates if factors such
as economic conditions, customer inventory levels or competitive conditions
differ from expectations.

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 cooperative
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.





                                      -13-
<PAGE>





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 testing performed as of January 1, 2003, indicated that there was no
impairment to goodwill.

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 Company's actuarial
consultants also use subjective factors such as withdrawal and mortality rates
to estimate the expense and liability related to these plans. The actuarial
assumptions used by the Company may differ significantly, either favorably or
unfavorably, from actual results due to changing market and economic conditions,
higher or lower withdrawal rates or longer or shorter life spans of
participants.






                                      -14-
<PAGE>


RESULTS OF OPERATIONS

THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2003 VERSUS SEPTEMBER 30, 2002


Consolidated net sales for the third quarter of 2003 were $99,716, an increase
of 4.7% compared to third quarter 2002 net sales of $95,215. Consolidated net
sales for the nine months ended September 30, 2003 were $291,055, an increase of
8.4% compared to the first nine months of 2002 net sales of $268,417.

The Cosmetic segment net sales for the third quarter of 2003 were $79,641, an
increase of 2.2% compared to $77,921 for the third quarter of 2002. Net sales of
Sally Hansen Healing Beauty and higher net sales of N.Y.C. New York Color were
partially offset by reduced sales of Naturistics. Cosmetic net sales for the
first nine months of 2003 were $234,475, an increase of 7.6% compared to
$217,901 for the first nine months of 2002. Net sales increases for the first
nine months of 2003 were partially offset by lower volume in the Naturistics
brand and increased returns throughout the Cosmetic segment product line. The
increased returns were primarily due to planogram changes during the first six
months by retail customers and the elimination of the Naturistics line by
certain retail customers. The planogram changes by retailers occurred earlier in
2003 compared to the prior year, and therefore returns in the third quarter were
below the levels of the first and second quarters and it is anticipated that
returns in the fourth quarter will also be below the levels of the first and
second quarters. The product mix within the Naturistics cosmetics brand is being
repositioned in order to facilitate the introduction of a sub-brand of lip gloss
items called Miss Kiss. Sally Hansen, the core brand of the Cosmetics segment,
remains the number one brand in the mass market nail care category with a 26%
share of market for the third quarter, as reported by ACNielsen.

The Pharmaceutical segment net sales for the third quarter of 2003 were $20,075,
an increase of 16.1% compared to $17,294 in 2002. Pharmaceutical net sales for
the first nine months of 2003 were $56,580, an increase of 12% compared to
$50,516 in 2002. The third quarter increase is primarily due to volume growth in
the Orajel brand. Orajel, the core brand of the Pharmaceutical segment,
continues its leadership position in the oral analgesics category, with a 30%
share of market for the third quarter, as reported by Information Resources,
Inc. The nine month increase is due primarily to volume growth in the Orajel
brand and increased sales of the Dermarest brand of psoriasis and eczema
treatments.

Cost of goods sold for the third quarter of 2003 was $49,017 or 49.2% of net
sales, compared to $48,024 or 50.4% of net sales in 2002. The improvement is due
to improved product mix in the Pharmaceutical segment. Cost of goods sold for
the first nine months of 2003 was $141,845 or 48.7% of net sales, compared to
$130,380 or 48.6% of net sales in 2002.

Selling and administrative expenses for the third quarter of 2003 were $41,931
or 42.1% of net sales compared to $37,672 or 39.6% of net sales in 2002. The
increase is principally attributable to higher advertising and display costs of
approximately $2,350,000, primarily in support of the new Sally Hansen Healing
Beauty product line and the core Sally Hansen franchise. Selling and
administrative expenses for the first nine months of 2003 were $121,735, or
41.8% of net sales, compared to $112,752 or 42.0% of net sales in 2002. The
first nine months of 2003 include an estimated recovery of $511 recorded in the
second quarter of 2003, related to the K-Mart Chapter XI bankruptcy filing for
which provisions were recorded in prior years.






                                      -15-
<PAGE>



On May 30, 2003, the Company announced a formal plan for the transfer of its
principal manufacturing operations, for both the Cosmetic and Pharmaceutical
segments, to Rocky Point, North Carolina from Farmingdale, N.Y. 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 $1,850 ($1,140 after-tax, or $0.12 per basic share) for severance costs and
related benefits for approximately 370 union and non-union employees associated
with this move was recorded in the second quarter of 2003. An additional charge
of $119 ($73 after-tax, or $0.01 per basic share) was recorded in the third
quarter of 2003. The Company projects that an additional $109 (Cosmetic segment
- $71; Pharmaceutical segment - $38) will be incurred in the fourth quarter of
2003, and $60 (Cosmetic segment - $39; Pharmaceutical segment - $21) during the
first six months of 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. In addition, it is estimated that
approximately $53 (Cosmetic segment - $35; Pharmaceutical segment - $18) will be
incurred in the fourth quarter of 2003 and approximately $42 (Cosmetic segment
$27; Pharmaceutical segment - $15) during the first six months of 2004 for
relocation and other costs. Of the total severance, additional severance,
relocation and other move related costs of $2,233, $67 was paid in the third
quarter of 2003 and it is projected that $647 will be paid in the fourth quarter
of 2003, and $1,519, will be paid during the first six months of 2004. The move
to North Carolina will consolidate the Company's principal manufacturing
operations with its principal distribution facility and result in improved
operating efficiencies and reduced manufacturing expenses.

Results for the first nine months ended September 30, 2002 include a gain for
the sale of land. In the first quarter of 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 12, 2003 in
accordance with the original terms of the transaction. The land was included in
property, plant and equipment at December 31, 2001, with a book value of $500.
After transaction related costs of $407, a gain of $2,428 was recorded in the
first quarter of last year. The gain of $2,428, or $1,457 after tax, increased
basic earnings per share by $0.16 for the first quarter of last year. 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.

Operating income for the third quarter of 2003 was $8,649 or 8.7% of net sales,
compared to $9,519 or 10.0% of net sales for the third quarter of 2002. The
operating income for the third quarter of 2003 includes a charge of $119 related
to severance costs associated with the transfer of manufacturing operations to
North Carolina. Operating income for the first nine months of 2003 was $25,506
or 8.8% of net sales, compared to $25,285 or 9.4% of net sales in 2002. The nine
months results for 2003 include charges of $1,969 for severance costs of which
$1,850 was recorded in the second quarter and $119 was recorded in the third
quarter of 2003.


Interest expense, net of interest income, for the third quarter of 2003 was
$954, a reduction of 12% from net interest expense of $1,083 reported for the
third quarter of 2002. Interest expense, net of interest income, for the first
nine months of 2003 was $3,008, a reduction of 12.2% from the net interest
expense of $3,427 recorded for the first nine months of 2002. The decrease in
net interest expense for the third quarter and first nine months of 2003 is due
primarily to a reduction of approximately 120 basis points in average borrowing
rates.

Income taxes are based on the Company's expected annual effective tax rate of
38.1% in 2003. The decrease from the rate of 39.0% used for the first nine
months of 2002 is primarily due to the benefit of a reduction in the Canadian
Statutory tax rate.

Net earnings for the third quarter of 2003 were $4,651 or $0.50 per basic share,
compared to the net earnings of $5,096 or $0.56 per basic share reported in the
third quarter of 2002. Net earnings for the first nine months of 2003 were
$13,916 or $1.52 per basic share compared to net earnings for the first nine
months of 2002 of $14,633 or $1.62 per basic share. The net earnings for the
first nine months of 2003 include after-tax charges of $1,213 or $0.13 per basic
share for severance costs. The net earnings for the first nine months of 2002
include an after-tax gain of $1,457 or $0.16 per basic share from the sale of
vacant land.



                                      -16-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003 the Company had cash and cash equivalents of $2,252
compared to $501 at December 31, 2002 and $3,374 at September 30, 2002.

Net cash provided by operating activities for the nine months ended September
30, 2003 was $6,143, primarily due to net earnings of $13,916, depreciation of
$6,051 and increases in accounts payable of $6,371, partially offset by
increases in accounts receivable of $15,671, due to the timing of increased
sales, and inventories of $5,561. The increase in inventories and accounts
payable is due to the timing of purchases to support projected sales levels.

Net cash used in investing activities of $14,366 for the nine months ended
September 30, 2003, is principally due to expenditures for construction related
to the expansion of the manufacturing and distribution facility located in North
Carolina. On February 12, 2003, the Company received $235 representing the
remaining proceeds due from the sale of vacant land in the first quarter of
2002. The sale resulted in an after-tax gain of $1,457 ($0.16 per basic share)
which was recorded in the first quarter of 2002. 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.

Net cash provided by financing activities for the nine months ended September
30, 2003, was $9,948 principally due to an additional $11,000 of net borrowings
under the revolving credit agreement and borrowings of $12,312 related to the
refinancing of the mortgage on the land and buildings in North Carolina,
partially offset by a principal payment of $8,000 under the senior notes. At
December 31, 2002, the Company had an outstanding balance of $3,954 under a
five-year mortgage on the land and buildings in North Carolina. During the first
nine months of 2003, the Company paid $89 of the mortgage and refinanced the
balance with a seven-year $12,480 combination mortgage and construction loan
facility. Of this facility, $12,312 was drawn as of September 30, 2003, of which
$3,865 was used to pay the outstanding balance on the existing mortgage and
$8,447 was used for funding of construction costs in connection with the
expansion in North Carolina. The mortgage and construction loan facility
provides construction funding as funds are expended during the building
expansion project. The mortgage includes an interest rate based on LIBOR plus
1.75%, which totaled 2.87% as of September 30, 2003, monthly principal payments
beginning April 15, 2004 based on a 20 year amortization schedule, a balloon
payment due in March 2010, and terms that provide for the maintenance of certain
financial ratios.

DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS
In order to aggregate all contractual obligations as of September 30, 2003, the
Company has included the following table:
<TABLE>
<CAPTION>
                                                     Payments Due By Period
                                ----------------------------------------------------------------
                                             Less
                                             Than       1 - 2      2 - 3     3 - 5       After
                                  Total     1 Year      Years      Years     Years      5 Years
                                  -----     ------      -----      -----     -----      -------

<S>                             <C>        <C>        <C>        <C>        <C>        <C>
Long-term debt                  $ 37,487   $  8,443   $ 17,973   $    858   $  2,724   $  7,489
Revolving credit agreement        33,000       --       33,000       --         --         --
Capital lease                        465        110        118        126        111       --
Operating leases                  32,788      3,284      3,036      2,826      5,267     18,375
Construction commitment (a)          960        960       --         --         --         --
                                --------   --------   --------   --------   --------   --------

Total contractual obligations   $104,700   $ 12,797   $ 54,127   $  3,810   $  8,102   $ 25,864
                                ========   ========   ========   ========   ========   ========

(a) The timing of the payments are based on the current construction timetable.
</TABLE>




                                      -17-
<PAGE>


The Company's corporate offices are located in approximately 48,000 square feet
of leased space in Uniondale, New York. On July 17, 2003, the Company entered
into an agreement to extend this lease to December 31, 2014, and simultaneously
entered into a lease agreement to December 31, 2014 for approximately 41,000
additional square feet of leased space within the same building in Uniondale,
New York, in order to transfer all administrative offices currently located in
Farmingdale, N.Y. to Uniondale, N.Y. and result in the consolidation of the
Company's corporate and administrative offices at the Uniondale, N.Y. facility.

The Company believes that cash flows from operations, cash on hand and amounts
available from the credit facility and the combination mortgage and construction
loan will be sufficient to enable the Company to meet its anticipated cash
requirements through 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 and the combination mortgage and construction
loan will be sufficient to meet the Company's cash requirements. Additionally,
in the event of a decrease in demand for its products or reduced sales, such
developments, if significant, would reduce the Company's cash flow from
operations and could adversely affect the Company's ability to achieve certain
financial covenants under the senior note and revolving credit agreements. If
the Company is unable to satisfy such financial covenants, the Company could be
required to adopt one or more alternatives, such as reducing or delaying certain
operating expenditures and/or delaying capital expenditures.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN No. 46") which stated that if an entity has a
controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN No. 46 also
stated that its provisions were effective immediately for all arrangements
entered into after January 31, 2003 and effective for the first interim or
annual period ending after December 15, 2003 for entities that existed prior to
February 1, 2003. FIN No. 46 has been the subject of significant continuing
interpretation by the FASB, and changes to its complex requirements appear
likely before the end of 2003. The Company does not expect that the adoption of
FIN No. 46 will have an impact on the Company's consolidated financial
statements.


On April 22, 2003, the Financial Accounting Standards Board ("FASB") determined
that stock-based compensation should be recognized as a cost in the financial
statements and that such cost be measured according to the fair value of the
stock options. The FASB has not as yet determined the methodology for
calculating fair value and plans to issue an exposure draft and final statement
in 2004. We will continue to monitor communications on this subject from the
FASB in order to determine the impact on the Company's consolidated financial
statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies the
accounting for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities under SFAS No. 133. In
particular, SFAS No. 149 clarifies under what circumstances a contract with an
initial net investment meets the characteristics of a derivative and when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No 149 is effective for derivative contracts
entered into or modified after June 30, 2003. As the Company does not have any
derivative instruments required to be reported under SFAS No. 149, the adoption
of this statement did not have an impact on the Company's consolidated financial
statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how freestanding financial instruments, those
financial instruments that have characteristics of both liabilities and equity,
should be classified on a Company's balance sheet. The requirements of SFAS No.
150 require that financial instruments which give the issuer a choice of
settling an obligation with a variable number of securities, settling an
obligation with a transfer of assets or any mandatorily redeemable instrument
should be classified as a liability. SFAS No. 150 is effective for all
freestanding financial instruments entered into or modified after May 31, 2003.
Otherwise, the provisions of SFAS No. 150 were effective July 1, 2003. The
adoption of SFAS No. 150 did not have any impact on the Company's consolidated
financial statements.




                                      -18-
<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.


                                      -19-
<PAGE>






PART II - OTHER INFORMATION




Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)    Exhibits
                    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

             (b)    Reports on Form 8-K

                    The Company filed a Form 8-K with the SEC, dated July
                    30, 2003 to report under Item 9 of that Form that a press
                    release was issued on July 29, 2003 announcing earnings
                    for the three and six months ended June 30, 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
                    October 29, 2003 to report under Item 9 of that Form
                    that a press release was issued on October 28, 2003
                    announcing earnings for the three and nine months ended
                    September 30, 2003. A copy of the press release was
                    filed as an exhibit to the Form 8-K.





                                      -20-
<PAGE>




                                   SIGNATURES


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



                                              DEL LABORATORIES, INC.
                                              (Registrant)



      DATE:   NOVEMBER 12, 2003               /S/ DAN K. WASSONG
      ----------------------------            ------------------
                                              Dan K. Wassong
                                              Chairman, President and
                                              Chief Executive Officer








      DATE:   NOVEMBER 12, 2003               /S/ ENZO J. VIALARDI
      -------------------------               --------------------
                                              Enzo J. Vialardi
                                              Executive Vice President and
                                              Chief Financial Officer






                                      -21-
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