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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996

                                       OR

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _____________ to _____________ .

                         Commission file number 1-13856

                             SEL-LEB MARKETING, INC.
              (Exact name of small business issuer in its charter)

                New York                                 11-3180295
        (State of incorporation)            (I.R.S. Employer Identification No.)

   
 495 River Street, Paterson, New Jersey                     07524
(Address of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (973) 225-9880
    

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
             Title of each class                            which registered
             -------------------                            ----------------
        Common Stock, $.01 par value                     Boston Stock Exchange

Redeemable Warrant to Purchase Common Stock              Boston Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

                   Redeemable Warrant to Purchase Common Stock
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 / /

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $13,522,746.

The aggregate market value of voting stock held by non-affiliates of the
registrant on March 31, 1997 was approximately $25,326,500. On such date, the
closing price of the issuer's common stock was $5.50 per share. Solely for the
purposes of this calculation, shares beneficially owned by directors, executive
officers and stockholders of the issuer that beneficially own more than 10% of
the issuer's voting stock have been excluded, except such shares, if any, with
respect to which such directors and officers disclaim beneficial ownership. Such
exclusion should not be deemed a determination or admission by the issuer that
such individuals are, in fact, affiliates of the registrant.

The number of shares of the registrant's Common Stock, $.01 par value,
outstanding on April 10, 1997 was 8,678,827.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Company's Proxy Statement in connection with its Annual Meeting
scheduled to be held on May 29, 1997 are incorporated in Part III. The Company's
Proxy Statement will be filed within 120 days after December 31, 1996.

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                                Explanatory Note
   
                       Sel-Leb Marketing, Inc. (the "Company") is filing this
Amendment No. 1 on Form 10-KSB/A ("Amendment No. 1") to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1996 (the "Original
Form 10-KSB") in order to amend and restate in its entirety Item 6,
"Management's Discussion and Analysis or Plan of Operation," of the Original 
Form 10-KSB. No portions of the Original Form 10-KSB other than Item 6 thereof 
are amended by this Amendment No. 1.
    
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Item 6. Management's Discussion and Analyis or Plan of Operation

         The following discussion and analysis of the Company's results of
operations, liquidity and financial condition should be read in conjunction with
the Financial Statements of the Company and related notes thereto.

Results of Operations


Fiscal Year 1996 Compared to Fiscal Year 1995

         Net sales for the fiscal year ended December 31, 1996 were $13,318,088
compared to $11,286,114 for the fiscal year ended December 31, 1995,
representing an increase of 18%. This increase in net sales resulted primarily
from increased sales of the Company's own proprietary brand name line of beauty
aids and cosmetics.

         Income from commissions increased from $194,021 in fiscal year 1995 to
$204,658 in fiscal year 1996.

   
         Cost of sales increased from $8,868,566 in 1995 to $10,601,237 in 1996.
The cost of goods sold increased as a percentage of sales from 78.6% in 1995 to
79.6% in 1996. The Company has recently uncovered the theft of certain of its
inventory from its North Bergen, New Jersey premises. Based on information known
to the Company to date, the Company believes that the theft was committed by a
limited number of warehouse employees of the Company and occurred in the fourth
quarter of 1996. The Company currently anticipates that the amount of inventory
involved will be approximately $125,000. This loss had an adverse effect on the
cost of goods sold for the fourth quarter of 1996 and for the year 1996.
    

   
         Selling, general and administrative ("SG&A") expenses increased from
$2,016,412 in 1995 to $2,631,839 in 1996. Generally, the principal components of
the Company's SG&A expenses are payroll, rent, commissions, insurance, legal,
accounting and other fees paid to third parties and travel and promotional
expenses. Of the total increase in SG&A expenses of approximately $615,000 in
1996, approximately $395,000 occurred in the fourth quarter of 1996. A
significant portion of these fourth quarter expenses (approximately $189,000)
were incurred in connection with the development and promotion of new product
lines which the Company began developing in the fourth quarter of 1996 (i.e.,
the "Clueless(R)," "Loud Music(TM)," "Jabot(R)" and "Jabot for the Young and the
Restless Generation(R)" lines), and included approximately $51,000 for
additional personnel hired by the Company to perform selling, distribution and
other functions related to the new lines, approximately $50,000 paid to outside
consultants for design, packaging, display, graphics, merchandising and
photography services, approximately $53,000 for selling, travel and advertising
expenses, and approximately $35,000 of additional rent, telephone, general
office and other miscellaneous expenses. Additionally, the Company recorded an
increase of $206,000 in the allowance for doubtful accounts relating to certain
past-due receivables as a result of information which became available to the
Company and circumstances which arose in the fourth quarter of 1996.
    

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         As described above, the Company's financial results in fiscal 1996 were
adversely affected due in large part to the increased expenses realized by the
Company in the fourth quarter of 1996. Although the Company has historically

incurred operating losses in the fourth quarter of each fiscal year, the Company
does not believe that the items described above are indicative of trends which
are expected to continue in the future. In addition, year-to-year results may
vary as a result of the Company's opportunistic business, in which purchases and
sales are made when opportunities arise and therefore do not have any degree of
certainty, regularity or continuity.
    

         As a result of the increase in the cost of sales and the increase in
the SG&A expenses, total operating expenses increased from $10,884,978 in 1995
to $13,233,076 in 1996.

         As a result of the increase in the Company's operating expenses,
operating income decreased from $595,157 in 1995 to $289,670 in 1996.

         Other income was $2,540 for 1996 compared to $101,489 for the year
1995. Other income in 1995 was primarily comprised of proceeds of approximately
$49,000 resulting from the settlement of an insurance claim and restitution by a
former employee in the amount of $52,000.

   
         The provision for income taxes was $118,000 in 1996, compared to
$234,000 in 1995. The provisions for income taxes in 1995 reflects taxes owed by
the Company with respect to earnings of the Company during the period following
the termination of its status as an S Corporation.
    

Liquidity and Capital Resources

         During 1995, the Company completed the IPO, in which it sold an
aggregate (after giving effect to the Share Distribution) of 2,760,000 units
(the "Units"), with each unit consisting of one share of Common Stock and one
redeemable warrant to purchase one share of Common Stock (a "Warrant"), at a
price of $1.67 per Unit for gross proceeds of $4,600,000.

         After deducting fees and expenses of the IPO of approximately
$1,274,000, the net proceeds of the IPO were used to repay $850,000 of loans
outstanding under the Company's then existing borrowing arrangement with a bank
and a $250,000 note (the "Bridge Note") which had been issued to a bridge
investor (the "Bridge Investor") in connection with certain bridge financing
secured by the Company. The remaining $2,226,000 was added to working capital.

         In connection with the Company's IPO, the balance of loans to the
Company by related parties, which was $769,000 at such time, was reduced by
$300,000. The debt of $300,000 was converted into conversion units (equivalent
to the Units sold in the IPO) at the rate of $1.67 per conversion unit for an
aggregate of 180,000 conversion units (after giving effect to the Share
Distribution). The remaining $469,000 was scheduled to be repaid by the Company
with interest at an annual rate of 8% on January 20, 1997 out of available
working capital, if available, on such terms as were to be determined by the
board of directors of the Company. On March 21, 1996, the Company repaid such
remaining balance at a discount of $46,900 and increased additional paid-in
capital by a corresponding amount.


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         Prior to the consummation of the Linette Merger, the Company and
Linette Cosmetics were treated as S Corporations. As a result, earnings of such
companies during such period were taxed for federal and certain state income tax
purposes directly to the shareholders of the companies. On May 17, 1995, the
Company declared the S Corporation Distribution payable to the shareholders of
such companies prior to the Linette Merger in an amount equal to the taxes
payable on earnings of the Company during the period of its S Corporation
status, which distribution was payable following the consummation of the IPO
after the amount thereof had been determined. In September and October of 1995,
the Company paid S Corporation Distributions in the aggregate amount of
approximately $156,250.

         In May 1995, the Company borrowed, for working capital purposes and to
pay a portion of the expenses of the IPO, an aggregate of $250,000 (the "Bridge
Financing") from the Bridge Investor, an accredited investor unaffiliated with
the Company or any of its executives or directors. In connection with the Bridge
Financing, the Company issued to the Bridge Investor (i) the Bridge Note, which
bore interest at the rate of 8% per annum and was due and payable on the earlier
of the consummation of the IPO or November 23, 1995 and (ii) 3,000,000 warrants
(the "Bridge Warrants"), each of which was exercisable until November 23, 1995
and entitled the holder thereof to purchase one share of Common Stock for $2.00
(after giving effect to the Share Distribution). Upon the consummation of the
IPO, each Bridge Warrant automatically converted into a warrant having the same
terms as the Warrants. The Company used a portion of the proceeds of the IPO to
repay the entire principal amount of the Bridge Note, plus accrued interest
thereon.

         On November 6, 1995, the Company entered into a Loan and Security
Agreement (the "Loan Agreement") with United Jersey Bank (the "Lender") pursuant
to which it obtained a revolving line of credit for general working capital
purposes in an aggregate principal amount up to $2,000,000, subject to a
borrowing base limitation. The line of credit bears interest at fluctuating
rates per annum based on the "Prevailing Base Rate" (as defined in the Loan
Agreement) of the Lender. As of April 8, 1997, the outstanding balance under
this line of credit was $750,000. Any funds borrowed by the Company under the
Loan Agreement are secured primarily by the inventory and receivables of the
Company. The Loan Agreement terminates on May 31, 1997. Although the Company
anticipates that it will renew the Loan Agreement upon its termination, there
can be no assurance that the Loan Agreement will be renewed at such time.

         During the fiscal year ended December 31, 1996, Warrants to purchase
813,477 shares of Common Stock were exercised, resulting in net proceeds to the
Company of $1,372,333. Subsequent to December 31, 1996, an aggregate of 383,768
shares of Common Stock were issued by the Company upon the exercise of Warrants,
options and warrants held by an affiliate of the Company, resulting in net
proceeds to the Company of $623,077.

         At December 31, 1996, the Company had working capital of $5,575,016 and
cash and short-term investments of $129,538.


         The Company believes that, based upon the Company's existing cash
balances, including cash generated from the exercise of outstanding options and
Warrants, anticipated cash flow from the Company's operations, anticipated
growth and the availability of additional funds under the Loan Agreement, the
Company will be able to satisfy the Company's cash requirements for at least
twelve months. In the event the Company's plans change (due to unanticipated
expenses or difficulties or otherwise), or if the Company's existing cash
balances and projected cash flow otherwise prove insufficient to fund
operations, the Company could be required to seek additional financing sooner
than

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currently anticipated. Except for the Loan Agreement, which expires on May 31,
1997, the Company has no current arrangements with respect to, or sources of,
additional financing. Accordingly, there can be no assurance that additional
financing will be available to the Company when needed, on commercially
reasonable terms, or at all. The Company's inability to obtain such additional
financing could have a material adverse effect on the Company's long-term
liquidity and on the proposed business expansion plans of the Company.

Cautionary Statement

         This Annual Report on Form 10-KSB contains certain forward-looking
statements, including statements concerning the adequacy of the Company's
sources of cash to finance its current and future operations. Actual results
could differ materially from those projected as a result of various factors,
including but not limited to general trends in the retail industry, the ability
of the Company to successfully implement its expansion plans, consumer
acceptance of any products developed and sold by the Company, and the ability of
the Company to develop its "celebrity" product business.

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                                   SIGNATURES

         In accordance with Section 13 or 15(d) 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.

                               SEL-LEB MARKETING, INC.
                               (Registrant)

                               By: /s/ Paul Sharp
                                  ----------------------------------------------
                                   Paul Sharp
                                   President and Chief Executive Officer
                                   (Principal executive officer)

                               By: /s/ Jan S. Mirsky
                                  ----------------------------------------------
                                   Jan S. Mirsky
                                   Executive Vice President - Finance and
                                   Chief Operating Officer (Principal
                                   financial and accounting officer)
   
                               Date:  November 5, 1997
    
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