EXHIBIT 10.9

                                 AMENDMENT NO. 3
                                     TO THE
                             DEL LABORATORIES, INC.
                          EMPLOYEE 401(K) SAVINGS PLAN


         WHEREAS, by the provisions of Article X of the Del Laboratories, Inc.
Employee 401(k) Savings Plan ("Plan"), the Employer has the right to amend the
Plan; and

         WHEREAS, the Employer wishes to amend certain provisions of the Plan to
permit monthly entry into the plan, and to permit daily valuations of account
balances, effective 1/1/2001.

         NOW THEREFORE, the Plan shall be and it is hereby amended as follows:

                                  FIRST CHANGE

         Effective January 1, 2001, Article 1.13 shall be amended to read as
follows:

         "1.13 ENTRY DATE shall mean the first day of each calendar month in the
Plan Year."

                                  SECOND CHANGE

         Effective January 1, 2001, Article 1.08 shall be amended to read as
follows:

         "1.08    DISTRIBUTION DATE shall mean the Valuation Date."

                                  THIRD CHANGE

         Effective January 1, 2001, Article 1.33 shall be amended to read as
follows:

         "1.33 VALUATION DATE shall mean each business day that funds held in
the Trust are valued."

                                  FOURTH CHANGE

         Effective January 1, 2001, Article 2.01 shall be amended to read as
follows:

         "2.01    INITIAL ELIGIBILITY. Each Employee other than Leased Employees
                  shall be eligible to become a Participant on the Entry Date
                  following his date of hire and attainment of age twenty-one
                  (21) provided he is still an Employee on the date as of which
                  admission to participate becomes effective."


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                                  FIFTH CHANGE

         Effective January 1, 2001, Article 3.02, Sections (b) and (c), shall be
amended to read as follows:

         "3.02 (b)Salary Reduction Contribution elections shall be made in
                  writing on forms obtained from the Plan Administrator, or by
                  any electronic transmission authorized by the Employer. The
                  Employer shall have the right to amend or revoke any salary
                  reduction election by a Participant (i) if such election
                  causes the Participant's contributions to exceed the maximum
                  Annual Additions pursuant to Section 3.09 or (ii) to ensure
                  that the nondiscrimination test in Section 3.03 is met. The
                  Employer may also uniformly amend or revoke a Participant's
                  election if salary reductions for a Plan Year will exceed in
                  the aggregate the amount deductible by the Employer. If the
                  Employer amends or revokes a Participant's Salary Reduction
                  Contributions for a Plan Year as aforesaid, any excess Salary
                  Reduction Contributions already made by a Participant for such
                  Plan Year over the amount of contributions allowed to the
                  Participants by the Employer for such Plan be returned to the
                  Participants as soon as administratively possible.

         (c)      A Participant may elect an increase or decrease in the rate of
                  Salary Reduction Contributions effective as of the first pay
                  date administratively possible after the first of the month
                  following the request, provided that notice of such change is
                  submitted to the Plan Administrator in advance of the
                  effective date of such change."

                                  SIXTH CHANGE

         Effective January 1, 2001, Article 4.01, prior to (a), shall read as
follows:

         "4.01      INVESTMENT OF FUNDS
                    The Plan Administrator shall permit Plan Participants to
         direct the investment of their Accounts, and directs the Trustees
         accordingly, in which event such Participant Account will be invested
         as described below and in Section 4.02 and 4.03. Participants will be
         permitted to direct changes to the investments of their future
         contributions, without affecting their existing Accounts, if they so
         desire. The investment alternatives shall be selected by the Plan
         Administrator and communicated to Plan Participants and to the Trustee.
         The available investment alternatives shall include any or all of the
         alternatives described below:"


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                                 SEVENTH CHANGE

         Effective January 1, 2001, Article 4.02 shall read as follows:

         "4.02      INVESTMENT ELECTIONS
                    Each Participant may designate in which investment
         alternative or combination of alternatives he desires his Contributions
         and Accounts to be invested; provided, however, that the portion
         invested in any alternative which he elects shall be in increments of
         one percent (1%)."

                                  EIGHTH CHANGE

         Effective January 1, 2001, Article 4.03 shall read as follows:

         "4.03      CHANGE OF ELECTIONS
(a)                        Any Participant may, by authorized request, alter his
                           election with respect to the investment of his future
                           contributions. Such changes shall be permitted as of
                           each Valuation Date.
(b)                        Any Participant may, by authorized request, alter his
                           election with respect to the investment alternatives
                           in which his prior contributions have been invested
                           and may direct the Trustee to transfer the balance in
                           his Account to any available investment alternative
                           or combination of alternatives."

                                  NINTH CHANGE

         Effective January 1, 2001, Article 9.01 shall read as follows:

         "9.01      PLAN ADMINISTRATOR
                    The Plan shall be administered by the Company through its
         Executive Vice President, Chief Financial Officer, in accordance with
         its provisions, and for purposes of such Plan administration the
         Company is hereby deemed to be Plan Administrator within the meaning of
         ERISA. All aspects of Plan administration shall be the responsibility
         of the Plan Administrator."

         IN WITNESS WHEREOF, the Employer has executed this amendment to the
Plan this 9th day of November, 2000.

                                                    DEL LABORATORIES, INC.

                                                    By /s/ GENE L. WEXLER
                                                       ------------------
                                                       Authorized Officer of the
                                                       Employer


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