U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         FORM 10-KSB/A2

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED)
           
             For the Fiscal year ended December 31, 1996

                               OR

                                
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)

    For the period from January 1, 1996 to December 31, 1996
                  Commission File No. 1- 12848

                    CROWN LABORATORIES, INC.
         (Name of small business issuer in its charter)

       Delaware                               75-2300995
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)          Identification Number)

           6780 Caballo Street                  89119
              Las Vegas, NV
(Address of Principal Executive Offices)      (Zip Code)

Registrant's Telephone Number, including area code: (702) 696-9300

        Securities registered pursuant to Section 12(b) of the Act:
        
                      Title of each class:   Common
Name of each exchange on which registered:   American Stock Exchange
                                             Pacific Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:
                         Not Applicable

Check whether the issuer (1) filed all the 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.  [X] Yes [ ] No.

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure
will 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-KSB or any amendment to
this Form 10-KSB.  [ ]

State issuer's revenue for the most recent fiscal year. $0.00

The aggregate value of the Common Stock held by non-affiliates on
December 31, 1996 was $17,620,770.  As of December 31, 1996 there
were 18,795,488 shares of Crown Laboratories, lnc., Common Stock,
$.001 par value outstanding.
                          
<PAGE>
                          PART III


Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The current directors and executive officers of the Company are
as follows:


NAME                                AGE       POSITION

Craig E. Nash                       42        Chairman of the Board of
                                              Directors and Chief
                                              Executive Officer

Scott O. Nash                       42        President and
                                              Vice Chairman of the 
                                              Board of Directors

Christopher Demetree                33        National Accounts
                                              Executive and Director
                                              
Vincent Casella                     58        Director

Lee Allen Hooker                    51        Director, Chairman
                                              of the Compensation
                                              Committee


Arthur M. Berkowitz                 56        Director, Chairman of the  
                                              Audit Committee, Member
                                              of the Compensation 
                                              Committee
                                              
Linda Carrick, Ph.D.                43        Director, Member of the 
                                              Audit Committee


CRAIG E. NASH has been Chairman of the Board of Directors and
Chief Executive Officer of the Company since September 1991 and
has held such positions or similar positions in its predecessors
since February 1980.  He also is the senior marketing executive
of the Company.  Mr. Nash has sixteen years experience in
pharmaceutical and food-products marketing.  Mr. Nash attended
the University of Southern California.

SCOTT O. NASH has been President and Vice Chairman of the Board
of Directors of the Company since September 1991 and has held
these or similar positions in its predecessors since

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<PAGE>
February 1980.  Mr. Nash has sixteen years experience in
pharmaceutical and food-products manufacturing and operations.
Mr. Nash attended the University of Southern California.
Messrs.  Craig and Scott Nash are twin brothers.

CHRISTOPHER DEMETREE has been a director of the Company since
December 2, 1992 and prior to that a major investor in the
Company.  Mr. Demetree is currently the National Accounts
Executive for Crown and prior to that was Vice President of
Demetree Brothers, Inc., a Florida-based fully-integrated
property management and investment company, and was responsible
for many aspects of the management of Demetree Brothers, Inc.
His duties primarily included planning and developing real
estate developments, including permits, sales pro formas and
construction budgets.  Mr. Demetree holds a B.S. degree in
Industrial Management from Georgia Institute of Technology.

VINCENT J. CASELLA became a director of the Company in July
1995.  Mr. Casella is an equity specialist, floor broker, and a
past Chairman of the Philadelphia Stock Exchange.  He has
accumulated over 35 years of experience in numerous senior
positions in the securities industry, including associations
with Republic Securities Corporation, Steadman Funds, and
several NYSE firms.  He was Trustee of PHLX Foundation, Director
of Stock Clearing Corporation, and Director of Philadelphia
Depository Trust Company.  He has held chairman and vice-
chairman positions in a variety of steering committees at the
Exchange.
   
LEE ALLEN HOOKER became a director of the Company in February
1994.  Mr. Hooker is the owner and Chief Executive Officer of
American Benefits Counselors/Hooker Associates, a brokerage firm
for employee benefits to the healthcare industry.  He has been
involved with the medical industry for more than twenty-five
years.  Mr. Hooker holds a B.S. in Business Administration from
Columbia Union College and an M.S. in Business Administration
from Pepperdine University.

ARTHUR M. BERKOWITZ became a director of the Company in June
1994.  Mr. Berkowitz has been an agent for the Equitable Life
Insurance Society of the United States for the past 19 years.
He is currently a Benefits Consultant to many large
corporations.  Mr. Berkowitz was an engineer with The General
Electric Company for 12 years.  Mr. Berkowitz is a life member
of the Million Dollar Round Table, a Director of the
Philadelphia Friends of ALS, and Financial Secretary of the
Germantown Jewish Centre of Philadelphia.  Mr. Berkowitz has a
B.S. degree in Mathematics from St. Lawrence University and a
B.Ae. and a M-Ae. in Aeronautical Engineering from Rensselaer
Polytechnic Institute.

LINDA CARRICK, PH.D. became a director of the Company in June
1994.  Dr. Carrick has been in the nursing field since 1975.
She has been Clinical Director, Surgical Nursing for the
Hospital of the University of Pennsylvania, where she also
served as interim Vice President of Nursing.  She is a member of
several professional organizations, including the American
Association of Critical Care Nursing, The Nursing Association,
Association of Nurse Executives, and the American Society of
Parenteral and Enteral Nutrition.  She also completed a Wharton
Nurse Executive Fellowship.  Dr. Carrick holds a B.S. degree in
nursing from

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<PAGE>
Villanova University, and a M.S. degree in Surgical,
Cardiovascular Nursing and a Ph.D. in Healthcare Administration
from The University of Pennsylvania.

All Directors hold office until the next annual meeting of the
shareholders and the election and qualification of their
successors.  Officers are elected annually and serve at the
pleasure of the Board of Directors, subject to any employment
agreements.

Section 16 of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and any persons who
own more than ten percent of the registered class of the
Company's equity securities to file various reports with the
Securities Exchange Commission and the American Stock Exchange
concerning the holdings of and transactions in the Common Stock
and other equity securities of the Company.  Copies of these
filings must be furnished to the Company.  Based solely upon a
review of the copies of such reports furnished to the Company or
written representations that no other reports were required, the
Company believes that during Fiscal 1996, all filing
requirements applicable to its directors, executive officers and
10% shareholders were complied with, with the following
exceptions.  The Company believes that Mr. Craig Nash filed his
May and December 1996 Form 4 Statements after the required
filing date.   The Company believes that Mr. Vincent Casella
filed his December 1995 Form 4 Statement after the required
filing date.  The Company believes that Mr. Christopher Demetree
filed his June 1996 Form 4 after the required filing date.  The
Company believes that Mr. Arthur Berkowitz, Mr. Lee Hooker and
Dr. Linda Carrick filed their September 1996 Form 4 Statements
after the required filing date.























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<PAGE>
                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                                   CROWN LABORATORIES, INC.


                                   By:    /s/ Craig. E Nash
                                         ___________________
                                   Name:   Craig E. Nash
                                   Title:  Chief Executive Officer

Dated:  May 20, 1997               




















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