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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               -------------------

                                   FORM 10-K/A

(MARK ONE)

 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
---                                                                         
                                   ACT OF 1934

                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996

                                       OR

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

   FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________

                         COMMISSION FILE NUMBER 1-13714

                                  COTY US INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                              06-1342491
   (State of other jurisdiction of               (I.R.S. Employer
   incorporation or organization)               Identification No.)

 237 Park Avenue, New York, New York                   10017
(Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code: (212) 850-2300

Securities registered pursuant to Section 12(b) OF THE ACT:

                                               Name of each exchange
         Title of each class                    on which registered
-----------------------------------------------------------------------------

10 1/4% Senior Subordinated Notes Due 2005    New York Stock Exchange

-----------------------------------------------------------------------------

      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 IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT 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-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ X ]

     AS OF MARCH 21, 1997, THERE WERE 100 SHARES OF THE COMPANY'S COMMON STOCK
OUTSTANDING, ALL OF WHICH WERE HELD BY COTY INC. (FORMERLY BENCKISER COSMETICS
HOLDINGS, INC.), A SUBSIDIARY OF JOH. A. BENCKISER GMBH.

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                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  List of documents filed as part of this Report:

          (1)  Consolidated Financial Statements and Independent Auditors'
               Reports included herein: See Index on page F-1

          (2)  Financial Statement Schedule: See Index on page F-1

          (3)  Index to and List of Exhibits:
               The exhibits which are filed with this report or which are
               incorporated by reference are set forth in the exhibit index
               hereto.

     (b)  Reports on Form 8-K:

               (1)  A report on Form 8-K was filed on June 4, 1996 reporting the
                    change in the Company's corporate name from Coty Inc. to
                    Coty US Inc.

                                      1

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                                INDEX TO EXHIBITS

Exhibit
Number     Description                                                            Page
------     -----------                                                            ----
<S>                                                                               <C>

                                                                 
3.01      Amended and Restated Certificate of Incorporation of Coty US Inc.
          dated December 14, 1994 (Incorporated by reference to Exhibit 3.01 to
          the Company's Form S-1 Registration Statement No. 33-89774)..........

3.02      Bylaws of Coty US Inc. (Incorporated by reference to Exhibit 3.02 to
          the Company's Form S-1 Registration Statement No. 33-89774)..........

3.03      Certificate of Amendment of the Amended and Restated Certificate of
          Incorporation of Coty US Inc. dated May 22, 1996 (Incorporated by
          reference to Exhibit 3.02 to the Company's Form 8-K dated May 30,
          1996)................................................................

4.01      Indenture dated as of April 27, 1995 between Coty US Inc. and The
          First National Bank of Boston, Trustee (Incorporated by reference to
          Exhibit 4.01 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

4.02      Form of Note (Incorporated by reference to Exhibit 4.02 to the
          Company's Form S-1 Registration Statement No. 33-89774)..............

10.01     License Agreement dated November 19, 1980 between John B. Stetson
          Company and Pfizer Inc. (Incorporated by reference to Exhibit 10.01 to
          the Company's Form S-1 Registration Statement No.33-89774)...........

10.02     First Amendment to License Agreement dated January 1, 1986 between
          John B. Stetson Company and Pfizer Inc. (Incorporated by reference to
          Exhibit 10.02 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.03     Second Amendment to License Agreement dated August 14, 1990 between
          John B. Stetson Company and Pfizer Inc. (Incorporated by reference to
          Exhibit 10.03 to the Company's Form S-1 Registration Statement No.
          33-89774)...........................................................

10.04     Consent and Agreement dated May 1, 1992 between John B. Stetson
          Company, Pfizer Inc., Joh. A. Benckiser GmbH, Coty US Inc. and
          Benckiser Consumer Products Inc. (Incorporated by reference to Exhibit
          10.04 to the Company's Form S-1 Registration Statement No. 33-89774)..

10.05     Credit Agreement dated as of December 21, 1994 between Coty US Inc.
          and The First National Bank of Chicago, as Agent, and certain Lenders
          named therein, as amended (Incorporated by reference to Exhibit 10.05

          to the Company's Form S-1 Registration Statement No. 33-89774)......

10.06     Subsidiaries Guaranty dated as of December 21, 1994 among QHI Group
          Holdings, Inc., Quintessence Incorporated and The First National Bank
          of Chicago (Incorporated by reference to Exhibit 10.06 to the
          Company's Form S-1 Registration Statement No. 33-89774)..............

10.07*    Amended and Restated Incentive Savings Plan for Employees of
          Benckiser Consumer Products Inc. dated November 24, 1993 (Incorporated
          by reference to Exhibit 10.07 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................

                                       2
<PAGE>

10.08     Sublease dated August 24, 1992 by and between Haythe & Curley, a New
          York partnership and Coty US Inc. (Incorporated by reference to
          Exhibit 10.08 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.09     Loan Agreement dated as of December 21, 1994 among Joh. A. Benckiser
          GmbH and Coty US Inc., as amended (Incorporated by reference to
          Exhibit 10.09 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.10     Master Intercompany Agreement dated as of October 15, 1994 among Coty
          US Inc., Benckiser Consumer Products Inc. and Joh. A. Benckiser GmbH
          (Incorporated by reference to Exhibit 10.10 to the Company's Form S-1
          Registration Statement No. 33-89774).................................

10.11*    Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
          Consumer Products Inc. and Jerry L. Abernathy (Incorporated by
          reference to Exhibit 10.11 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................

10.12*    Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
          Consumer Products Inc. and James N. McDougald (Incorporated by
          reference to Exhibit 10.12 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................

10.13*    Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
          Consumer Products Inc. and Robert R. Clarke (Incorporated by reference
          to Exhibit 10.13 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.14*    Employment Agreement dated June 16, 1992 between Coty US Inc.,
          Benckiser Consumer Products Inc. and Mary C. Manning (Incorporated by
          reference to Exhibit 10.14 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................

10.15*    Employment Agreement dated December 17, 1991 between Benckiser
          Consumer Products Inc. and Victor E. Zast, as amended (Incorporated by
          reference to Exhibit 10.15 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................


10.16     Lease Agreement dated October 29, 1982 between Jovan, Inc. (now known
          as Quintessence Incorporated) and LaSalle National Bank, as Trustee
          under Trust No. 100049 (Incorporated by reference to Exhibit 10.18 to
          the Company's Form S-1 Registration Statement No. 33-89774)..........

10.17     First Amendment to Lease Agreement dated March 11, 1983 between
          LaSalle National Bank, as Trustee under Trust No. 100049 and Jovan,
          Inc. (Incorporated by reference to Exhibit 10.19 to the Company's Form
          S-1 Registration Statement No. 33-89774).............................

10.18     Second Amendment to Lease Agreement dated March 16, 1984 between
          LaSalle National Bank, as Trustee under Trust No. 100049 and Beecham
          Cosmetics Inc. (now known as Quintessence Incorporated) (Incorporated
          by reference to Exhibit 10.20 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................


                                       3
<PAGE>


10.19     Third Amendment to Lease Agreement dated September 27, 1988 between
          LaSalle National Bank, as Trustee under Trust No. 100049 and
          Quintessence Incorporated (formerly known as Jovan, Inc.)
          (Incorporated by reference to Exhibit 10.21 to the Company's Form S-1
          Registration Statement No. 33-89774).................................

10.20*    The Pension Plan for Employees of Benckiser Consumer Products Inc.
          dated July 1, 1987, as amended (Incorporated by reference to Exhibit
          10.22 to the Company's Form S-1 Registration Statement No. 33-89774).

10.21     Equity Contribution Agreement between Coty US Inc. and Joh. A.
          Benckiser GmbH (Incorporated by reference to Exhibit 10.23 to the
          Company's Form S-1 Registration Statement No. 33-89774)..............

10.22     Indemnification Agreement dated October 15, 1994 between Joh. A.
          Benckiser GmbH and Jean-Andre Rougeot (Incorporated by reference to
          Exhibit 10.24 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.23     Indemnification Agreement dated October 15, 1994 between Joh. A.
          Benckiser GmbH and Dr. Peter Harf (Incorporated by reference to
          Exhibit 10.26 to the Company's Form S-1 Registration Statement No.
          33-89774)............................................................

10.24     Coty Inc. and Subsidiaries Tax Sharing Agreement dated as of March 1,
          1995 by and among Coty Inc., Lancaster Group (USA) Inc., Coty US Inc.,
          and any other direct domestic subsidiaries of Coty Inc. (Incorporated
          by reference to Exhibit 10.27 to the Company's Form S-1 Registration
          Statement No. 33-89774)..............................................

10.25     Option Agreement between Joh. A. Benckiser GmbH and Coty Inc.
          (Incorporated by reference to Exhibit 10.28 of the Company's Form 10-K

          for the fiscal year ended December 31, 1995).........................

10.26     First Amendment to Sublease Agreement dated August 24, 1992 by and
          between Haythe & Curley, a New York Partnership and Coty US Inc.

10.27*    Employment Agreement dated March 1, 1997 between Coty US Inc. and
          Jerry L. Abernathy.................................................

21.01     Subsidiaries of Coty US Inc. (Incorporated by reference to Exhibit
          21.01 of the Company's Form 10-K for the fiscal year ended December
          31, 1995)............................................................

27.01     Financial Data Schedule

--------------

* Indicates a management contract or compensatory plan or arrangement.

                                     4

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                               SIGNATURES

Dated:  May 6, 1997

          Pursuant to the requirements of 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.

                                  COTY US INC.
                                  ------------
                                  (Registrant)

By:    /s/Jean-Andre Rougeot              By:  /s/Daniel J. Finnegan
      -------------------------------         ----------------------------------
       Jean-Andre Rougeot                      Daniel J. Finnegan
       President                               Vice President, Finance
       (Principal Executive Officer)           (Principal Financial and
                                               Accounting Officer)

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
on May 6, 1997 and in the capacities indicated.

         SIGNATURES                              TITLE
         ----------                              -----

/s/Jerry L. Abernathy
-----------------------------
(Jerry L. Abernathy)                            Chairman


/s/Dr. Peter Harf
-----------------------------
(Dr. Peter Harf)                                Director


/s/Jean-Andre Rougeot
-----------------------------
(Jean-Andre Rougeot)                            Director


/s/Ashok N. Bakhru
-----------------------------
(Ashok N. Bakhru)                               Director

                                       5


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