SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2000

                                       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 no. 1-10340

                        ALLOU HEALTH & BEAUTY CARE, INC.

             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                     11-2953972
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or               (I.R.S.
              organization)                         Employer Identification No.)


   50 EMJAY BOULEVARD, BRENTWOOD, NEW YORK                      11717
--------------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 273-4000

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

                              Name of Each Exchange
                     Title of Each Class On Which Registered
                     ---------------------------------------

     Class A Common Stock, par value $.001 per share American Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

         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 the  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. /__/

         The aggregate  market value of the Common Stock of the Registrant  held
by  non-affiliates  of the  Registrant  on June 28, 2000 was  $33,675,417.  Such
aggregate  market value is computed by  reference to the closing  sales price of
the Class A common  stock on such date.  For purposes of this  calculation,  the
Registrant  has excluded the Class B common  stock,  which is held  primarily by
affiliates and is not publicly-traded.

<PAGE>

         The number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest  practicable  date:  5,567,632  shares of Class A
common  stock and  1,200,000  shares of Class B common  stock as of the close of
business on June 28, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

         None

<PAGE>
                                     PART II


ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Market Information
------------------


            Our Class A common stock is listed on the American Stock Exchange
under the symbol "ALU". There is no established public trading market for our
Class B common Stock.


            The following table sets forth the quarterly high and low sales
price of the Class A common stock during our last two fiscal years:
<TABLE>
<CAPTION>

                                                                        HIGH                   LOW



FISCAL YEAR ENDING MARCH 31, 1999:
<S>                 <C> <C>                                               <C>                 <C>
Quarter ending June 30, 1998.........................................     $16.00              $7.938
Quarter ending September 30, 1998....................................       11.25               4.313
Quarter ending December 31, 1998.....................................       12.25               3.375
Quarter ending March 31, 1999........................................       12.875             7.625


FISCAL YEAR ENDING MARCH 31, 2000:
Quarter ending June 30, 1999.........................................     $14.25              $7.625
Quarter ending September 30, 1999....................................       7.375               5.375
Quarter ending December 31, 1999.....................................       8.75                5.375
Quarter ending March 31, 2000........................................       9.50                6.312
Quarter ending June 30, 2000
          (through June 6, 2000).....................................    $8.00                $5.625
</TABLE>


Holders
-------

            As of June 26, 2000, there were 93 holders of record of our Class A
common stock and 4 holders of record of our Class B common stock. Based upon
conversations with brokers, management believes that there are in excess of
1,000 beneficial owners of the Class A common stock.


Dividends
---------

            We have not paid a dividend on our shares of Class A common stock or
Class B common stock and have no present expectation of doing so in the
foreseeable future.

            On January 2, 2000,  the  Company  issued  75,472  shares of Class A
common stock to the shareholders of Tri-State  Pharmaceutical  Consultants Corp.
as partial  consideration  for the purchase of assets.  The issuance and sale of
the securities set forth above are exempt from registration under the Securities
Act in reliance upon Section 4(2) of the  Securities  Act as a  transaction  not
involving a public offering.

<PAGE>

                        ITEM 6. SELECTED FINANCIAL DATA .
                         ALLOU HEALTH & BEAUTY CARE INC.

INCOME STATEMENT DATA:
<TABLE>
<CAPTION>

                                                                              Years Ended March 31,
                                                   2000               1999(1)        1998(1)            1997                1996
                                                   ----               -------        -------            ----                ----
                                                                          (In thousands, except for per share data)
<S>                                               <C>               <C>               <C>              <C>                 <C>
Revenues                                          $421,047          $334,175          $301,092         $285,311            $273,322
Costs of revenues                                  367,964           289,637           262,237          250,843             241,734
                                                  --------          --------          --------         --------            --------
Gross profit                                        53,083            44,538            38,855           34,468              31,588

Warehouse and delivery expense                      12,307            10,279             9,288            8,592               8,063
Selling, general and
  administrative expense                            18,520            14,707            13,264           12,766              11,894
                                                  --------          --------          --------         --------            --------
Income from operations                              22,256            19,552            16,303           13,110              11,631
Interest and other                                  10,874             9,647             8,470            6,567               5,513
                                                  --------          --------          --------         --------            --------
Income from operations
  before income taxes                               11,382             9,905             7,833            6,543               6,118
                                                  --------          --------          --------         --------            --------
Discontinued operations, net
  of income taxes                                    7,916        (    4,599)       (      576)
                                                  --------          --------          --------
Net income                                         $14,959        $    1,348        $    4,280       $    4,059           $   3,757
                                                  ========          ========          ========         ========            ========

Net income per common share (2)

Basic:

Operations                                        $   1.05       $       .98        $      .84
Discontinued operations                               1.17       (       .76)       (      .10)
                                                  --------          --------          --------
                                                  $   2.22       $       .22        $      .74        $     .71          $      .66
                                                  ========          ========          ========         ========            ========
Diluted:

Operations                                       $     .97       $       .87        $      .81
Discontinued operations                               1.08       (       .67)       (      .09)
                                                  --------          --------          --------
                                                  $   2.05       $       .20        $      .72       $      .70          $      .65
                                                  ========          ========          ========         ========            ========
Balance Sheet Data:
                                                                                 As of March 31,
                                                   2000            1999               1998              1997                 1996
                                                   ----            ----               ----              ----                 ----
Cash                                           $        51        $      400        $       47       $       77           $      144
Working capital                                     64,725            52,192            43,959           42,052               37,557
Total assets                                       259,955           219,907           178,384          161,348              126,185
Total long-term liabilities                          1,640               724             1,354            1,841                  560
Total liabilities                                  183,799           159,571           125,771          113,121               82,016
Stockholders' equity                                76,157            60,336            52,613           48,227               44,168
</TABLE>

-----------------------
 (1) As a result of the sale by the  Company  of its  majority  interest  in The
Fragrance  Counter  Inc., the statements of income for the prior years have been
restated to segregate the net results of continued and discontinued operations.
 (2) Net income per common  share for fiscal  1997 and prior  periods  have been
restated in accordance with Financial  Accounting  Standards No. 128,  'Earnings
Per Share,  which requires  presentation of basic earnings per share and diluted
earnings per share.

                                      -10-
<PAGE>

                                     PART IV

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

         (a)      Documents filed as part of this Report.
<TABLE>
<CAPTION>
         1.       Financial Statements                                                                         Page
                                                                                                               ----
<S>                                                                                                               <C>
                      Report of Independent Auditor.............................................................F-1

                      Consolidated Balance Sheets -- March 31, 2000 and 1999....................................F-2

                      Consolidated Statements of Income -- Years ended March 31, 2000,
                      1999 and 1998.............................................................................F-3

                      Consolidated Statements of Stockholders' Equity -- Years ended March
                      31, 2000, 1999 and 1998...................................................................F-4

                      Consolidated Statement of Cash Flows -- Years ended March 31, 2000,
                      1999 and 1998.............................................................................F-5

                      Notes to Consolidated Financial Statements................................................F-6

                      Selected Financial Data..................................................................F-15

         2.       Financial Statement Schedules

                      Schedule VIII-        Valuation and Qualifying Accounts and Reserve                       S-1
</TABLE>

         (b)      Reports on Form 8-K.

         No  reports on Form 8-K were  filed by the  Registrant  during the last
fiscal quarter of the period covered by this Report.

         (c)      Exhibits.

                  The following Exhibits are filed as a part of this Report:

Exhibit No.                         Description
-----------                         -----------

*3.1     Certificate of  Incorporation of the Registrant as amended on
         October 19, 1998 and currently in effect

3.2      By-Laws  of  the  Registrant  (filed  as  Exhibit  3b  to  Registration
         Statement  No.  33-26981 on Form S-1  ("Registrant's  Form  S-1"),  and
         incorporated herein by reference).

10.4     Employment  Contract  dated as of June 30, 1996 between the  Registrant
         and Ramon  Montes  (filed as  Exhibit  10.3 to  Registrant's  Quarterly
         Report  on Form  10-Q  for the  fiscal  quarter  ended  June  30,  1996
         Commission File No. 1-10340 and incorporated herein by reference).
<PAGE>

10.5     Amended and Restated 1989 Incentive Stock Option Plan (filed as Exhibit
         10(e) to  Registrant's  Annual  Report on From 10-K for the fiscal year
         ended  March 31, 1990  Commission  File No.  1-10340  and  incorporated
         herein by reference).

10.6     1991 Stock  Option  Plan  (filed as Exhibit  10(e)(1)  to  Registrant's
         Post-Effective   Amendment   No.  1  to   Registrant's   Form  S-1  and
         incorporated herein by reference).

10.7     1992 Stock  Option  Plan  (filed as Exhibit  10(e)(2)  to  Registrant's
         Annual  Report on From 10-K for the fiscal  year ended  March 31,  1993
         Commission File No. 1-10340 and incorporated herein by reference).

10.8     1995 Nonqualified Stock Option Plan (filed as Exhibit A to Registrant's
         1996  Definitive  Proxy  Statement on Schedule 14A Commission  File No.
         1-10340 and incorporated herein by reference).

10.9     1996  Stock  Option  Plan  (filed  as  Exhibit B to  Registrant's  1996
         Definitive  Proxy Statement on Schedule 14A Commission File No. 1-10340
         and incorporated herein by reference).

10.10    Lease Agreement dated December 8, 1993 between Allou Distributors, Inc.
         and Brentwood  Distribution Co. (filed as Exhibit 10(f) to Registrant's
         Annual  Report on Form 10-K for the fiscal  year ended  March 31,  1995
         Commission File No. 1-10340 ("1995 Form 10-K") and incorporated  herein
         by reference).

10.11    Lease  Agreement  dated  March 4, 1980  between  Registrant  and Pueblo
         Supermarkets,  Inc. (filed as Exhibit 10g to Registrant's  Form S-1 and
         incorporated herein by reference).

10.12    Lease Agreement dated January 1, 1993 between M. Sobol,  Inc. and Simon
         and Barbara J. Mandell (filed as Exhibit 10(g) to  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended March 31, 1994 Commission
         File  No.  1-10340  ("1994  Form  10-K")  and  incorporated  herein  by
         reference).

10.13    Agreement dated December 13, 1994 between Allou Distributors,  Inc. and
         the National  Organization of Industrial Trade Unions (filed as Exhibit
         10(i) to the  Registrant's  1995 Form 10-K and  incorporated  herein by
         reference).

10.14    Agreement dated December 15, 1997 between Allou Distributors,  Inc. and
         Local No. 1. (titled as Exhibit 10.14 to the Registrant's 1998 10-K and
         incorporated herein by reference).

10.15    Third  Restated and Amended  Revolving  Credit and  Security  Agreement
         dated  October 22, 1997 among  BankBoston,  N.A.,  IBJ Schroder  Bank &
         Trust Company,  Sanwa Business  Credit  Corporation,  LaSalle  Business
         Credit,  Inc.,  Bank Leumi Trust Company of New York,  The Dime Savings
         Bank of New  York,  FSB,  The  First  National  Bank of  Maryland,  Key
         Corporate  Capital,  Inc.  (titled as Exhibit 10.15 to the Registrant's
         1998 10-K and incorporated herein by reference).

10.16    Master  Lease  Finance  Agreement  dated as of April 24,  1996  between
         BankBoston Leasing Inc. and Allou Distributors,  Inc. (filed as Exhibit
         10.14 to Registrant's 1996 10-K and incorporated herein by reference).

*10.17   Fifth  Restated and Amended  Revolving  Credit and  Security  Agreement
         dated May 5, 2000 among Fleet  Capital  Corporation,  LaSalle  Business
         Credit, Inc., Bank Leumi USA, Dime Commercial Corp., Allfirst Bank, Key
         Corporate  Capital,  Inc.,  American National Bank and Trust Company of
         Chicago,  Webster Bank,  Mellon Bank, N.A., Allou Health & Beauty Care,
         Inc. and Allou Distributors, Inc.

*21      Subsidiaries  of the  Registrant

*23.1    Consent of Mayer Rispler & Company, P.C.

*27      Financial Data Schedule

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

* Filed herewith

<PAGE>
SIGNATURES



         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.

                                 ALLOU HEALTH & BEAUTY CARE, INC.





                                 By:    /s/ David Shamilzadeh
                                    -----------------------------
                                        David Shamilzadeh
                                        President and Chief Financial Officer

Dated:   July 19, 2000