UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-K

(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
     of 1934
For the fiscal year ended MARCH 31, 2001
Commission File Number 1-5910

                              CARTER-WALLACE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    13-4986583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

1345 AVENUE OF THE AMERICAS, NEW YORK, NY                  10105
(Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code: 212-339-5000
          Securities registered pursuant to Section 12(b) of the Act:

                                                  NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS                       ON WHICH REGISTERED

            Common Stock
      Par value $1.00 per share                   New York Stock Exchange

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

                 Class B Common Stock, par value $1.00 per share
                                (Title of Class)

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 of any amendment to this
Form 10-K. (X)

The number of shares of the registrant's Common Stock and Class B Common Stock
outstanding at June 4, 2001 was 33,468,339 and 12,222,207 respectively.

The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 4, 2001 was approximately $416,599,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

  Annual Report to Stockholders for the fiscal
   year ended March 31, 2001                                 Parts I & II

  Proxy Statement for the Annual Meeting of
   Stockholders to be held July 17, 2001                     Parts III & IV


<PAGE>
                                     PART I

ITEM 1.   BUSINESS

Carter-Wallace, Inc. (the "Company") is engaged in the manufacture and sale of a
diversified line of products. Additional information is presented on page 11
"Description of Business" of the 2001 Annual Report to Stockholders and is
herein expressly incorporated by reference.

PENDING SALE OF THE COMPANY

In May 2001 the Company announced that it had entered into agreements for the
sale of the Company in a two-step transaction in which stockholders will receive
$20.30 per share, subject to certain closing adjustments. This transaction is
pending at this time and subject to approval by stockholders and other
conditions. Full details will be included in a proxy statement regarding this
transaction which will be sent to all stockholders.

In this two-step transaction, the consumer business, consisting of the Carter,
Lambert Kay and International Divisions will be sold by the Company immediately
prior to the merger of the remainder of the Company. Accordingly, the consumer
business is included as a discontinued operation for all periods presented in
the March 31, 2001 financial statements.

BUSINESS SEGMENTS

The Company's continuing operations are accounted for as one business segment,
health care. As a result of the pending sale of the consumer business, the
consumer business is included as a discontinued operation for all periods
presented in the March 31, 2001 financial statements. Financial information
about the Company's continuing and discontinued operations for the three years
ended March 31, 2001 is presented on pages 8 and 9 under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" and also on pages 28 and 29, note 15, "Discontinued Consumer
Operations Held for Sale" of the Notes to Consolidated Financial Statements,
both included in the 2001 Annual Report to Stockholders and herein expressly
incorporated by reference.

FOREIGN OPERATIONS

Foreign operations (which are included in discontinued operations) are generally
subject to certain political and economic risks that are not present in domestic
operations. Such risks may include expropriation of assets, restrictions on
earnings remittances and fluctuating exchange rates. Changes in foreign exchange
rates had the effect of decreasing sales in discontinued operations by
approximately $22,000,000 in the fiscal year ended March 31, 2001 in comparison
to the prior year.

COMPETITION

The markets in which the Company operates are extremely competitive and include
larger corporations with greater resources for research, product development and
promotion. The Company competes on the basis of price, advertising, promotion,
quality of product and other methods relevant to the business. In fiscal 2001,
the

                                        1
<PAGE>

Company's Arrid line of anti-perspirants and deodorants is believed to have
accounted for an estimated 5.8% share of the domestic anti-perspirant and
deodorant market. The Company's worldwide anti-perspirant and deodorant sales
were approximately $100,400,000, $105,900,000, and $101,600,000 in the fiscal
years ended March 31, 2001, 2000 and 1999, respectively. The Trojan, Class Act
and Naturalamb condom brands are estimated to have accounted for over 68% of
total domestic retail condom sales. The Company's worldwide condom sales were
approximately $135,900,000, $123,600,000 and $114,100,000 in the fiscal years
ended March 31, 2001, 2000 and 1999, respectively. Anti-perspirant and deodorant
and condom sales are included in discontinued operations for all periods
presented. Additional information is presented on page 8 under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in the 2001 Annual Report to Stockholders and is herein expressly
incorporated by reference.

RAW MATERIALS

The Company's major raw materials are chemicals, plastics, latex, steel cans and
packaging materials. These materials are generally available from several
sources and the Company has had no significant supply problems to date. The
Company generally has two or more approved suppliers for production materials
and issues purchase commitments to provide its suppliers with adequate lead
time.

PATENTS AND LICENSES

The Company owns or is licensed under a number of patents and patent
applications covering certain of its products. The expiration or any other
change in any of these patents or patent applications will not materially affect
the Company's business. Royalty income does not constitute a material portion of
total revenue.

FELBATOL (FELBAMATE)

Information regarding the effect of Felbatol matters on the Company's business
is presented on page 10 under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition - Felbatol (felbamate), and on
page 28 in note 14 Felbatol (felbamate) of the Notes to Consolidated Financial
Statements, both included in the 2001 Annual Report to Stockholders and herein
expressly incorporated by reference.

ENVIRONMENTAL MATTERS

Information regarding environmental matters is presented on page 26 in note 11,
"Litigation Including Environmental Matters" of the Notes to Consolidated
Financial Statements, included in the 2001 Annual Report to Stockholders and
herein expressly incorporated by reference.

RESEARCH AND DEVELOPMENT

Research and development expenses for continuing health care operations in
fiscal 2001 increased by $2,445,000 or 14.6% due to higher spending in the
Wallace pharmaceutical division, including spending for taurolidine, a compound
being tested to determine if it has clinically important antineoplastic
activity. In fiscal 2000, research and development expenses increased by
$2,006,000 or 13.6%, also due in part to spending for taurolidine. Research and
development expenses

                                        2

<PAGE>

for discontinued consumer operations in fiscal 2001 decreased by $340,000 or
2.9% due to lower spending in the International Division. In fiscal 2000,
research and development expenses increased by $656,000 or 5.9%.

Research at independent facilities determined that taurolidine induced cell
death in numerous human cancer cells in vitro. These developments prompted the
Company to initiate an R&D program directed at multiple cancer cell lines to
determine if taurolidine has clinically important antineoplastic activity. An
Investigational New Drug Application (IND) was filed with and accepted by the
FDA. Clinical trials in patients with brain, ovarian and mesothelioma cancer are
in progress.

Two multicenter clinical studies showed that Astelin Nasal Spray is effective
for treating vasomotor (nonallergic) rhinitis. A Supplemental New Drug
Application was approved by the FDA for use in vasomotor rhinitis in September,
2000. Astelin Nasal Spray is now indicated for both allergic and nonallergic
vasomotor rhinitis in adults and for use in children five years of age and older
for seasonal allergic rhinitis. The Astelin tablet NDA for allergic rhinitis is
pending at the FDA. The Company has not decided whether to seek final approval
for this NDA.

Approximately 120 employees are employed in research and development activities.

EMPLOYEES

The Company, together with its subsidiaries, employed approximately 3,340 people
worldwide at March 31, 2001.


ITEM 2.   PROPERTIES

The executive offices of the Company are located at 1345 Avenue of the Americas,
New York, New York, in space leased until May, 2011. A portion of this space has
been subleased. The following are the other principal facilities of the Company,
all of which, except for Decatur, Illinois are accounted for as part of
discontinued consumer operations.

                                                                  AREA
LOCATION                   PRODUCTS MANUFACTURED                (SQ. FEET)

OWNED IN FEE:

MANUFACTURING FACILITIES
 AND OFFICES:

Cranbury, New Jersey       Pharmaceuticals, toiletries
                            and pet products                      734,000
Colonial Heights,
 Virginia                  Condoms                                220,000
Decatur, Illinois          Pharmaceuticals and pet products       108,000
Winsted, Connecticut       Pet products                            45,000
Montreal, Canada           OTC pharmaceuticals and toiletries     157,000
Folkestone, England        Toiletries                              76,000
Milan, Italy               OTC pharmaceuticals and toiletries      60,000
Mexico City, Mexico        Pharmaceuticals                         94,400
New Plymouth, New Zealand  Condom processing                       31,000

                                        3
<PAGE>

WAREHOUSE AND OFFICES:

Toronto, Canada                                                    52,000


LEASED:

MANUFACTURING FACILITIES AND OFFICES:

Barcelona, Spain           Toiletries                              58,400
Milan, Italy               Diagnostics and toiletries              49,100
Folkestone, England        Toiletries                              21,500

WAREHOUSE AND OFFICES:

Dayton, New Jersey                                                200,000
Momence, Illinois                                                  43,000
Plainsboro, New Jersey *                                           23,300
Mexico City, Mexico                                                27,500
Sydney, Australia                                                  24,900
Folkestone, England                                                37,500
Levallois, France *                                                22,500
Revel, France                                                      35,500

*  OFFICES ONLY

The Company has agreements with several companies throughout the world for the
manufacture of certain products to its specifications. The Company has several
other short-term leases for manufacturing plants, warehousing space and sales
offices. With minor exceptions, all facilities are operating at normal capacity.

In June 2000, Carter-Wallace, Inc. entered into an agreement to sell two parcels
of vacant land adjacent to its Cranbury, New Jersey facility totaling
approximately 210 acres. The closings of these transactions are contingent upon
certain approvals being obtained and the satisfactory resolution of other
conditions. No assurance can be given that the closings will take place. The
total proceeds from these land sales would be approximately $22,050,000, less
commissions and other expenses. The cost basis for the land subject to sale is
approximately $1,000,000.

ITEM 3.   LEGAL PROCEEDINGS

Information regarding Legal Proceedings involving the Company is presented on
pages 26 and 27 in note 11, "Litigation Including Environmental Matters" of the
Notes to Consolidated Financial Statements included in the 2001 Annual Report to
Stockholders and herein expressly incorporated by reference.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                        4

<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT *

Executive Officers of the Registrant are as follows:

                                                                   HELD PRESENT
NAME                   AGE  OFFICE                                 OFFICE SINCE
----                   ---  ------                                 ------------
Ralph Levine            65  Chairman of the Board and
                             Chief Executive Officer                       2001

Paul A. Veteri          59  President and Chief Operating
                             Officer                                       2001

Peter J. Griffin        58  Vice President, Finance and Controller
                             Chief Financial Officer                       2001

T. Rosie Albright       54  Vice President, Consumer Products, U.S.        1995

John Bridgen, Ph.D.     54  Vice President, Diagnostics, U.S.              1984

James C. Costin, M.D.   57  Vice President, Medical and
                             Scientific Affairs                            1999

Donald R. Daoust, Ph.D. 65  Vice President, Quality Control                1978

Thomas G. Gerstmyer     58  Vice President, Pharmaceuticals, U.S.          1999

Adrian J. L. Huns       53  Vice President, International                  1996

Michael J. Kopec        61  Vice President, Manufacturing                  1978

Stephen R. Lang         66  Vice President, Secretary and
                             General Counsel                               1997

Thomas B. Moorhead      67  Vice President, Human Resources                1987

C. Richard Stafford     65  Vice President, Corporate Development          1977

James L. Wagar          66  Vice President and Treasurer                   1981

Mark Wertlieb           45  Vice President, Taxes                          1996

Each officer holds office until the first meeting of the Board of Directors
following each Annual Meeting of the Stockholders and until his successor has
been duly elected and qualified (except that the Board of Directors may at any
meeting elect additional officers), unless his term is earlier terminated
through death, resignation, removal or otherwise. The next Annual Meeting of the
Stockholders is scheduled to be held July 17, 2001.

                                        5

<PAGE>

All executive officers have held their present office for the last five years
except those noted below:

Ralph Levine was appointed Chairman of the Board and Chief Executive Officer in
January, 2001.  Mr. Levine was previously President and Chief Operating Officer
since April 1997.  Prior to April 1997, Mr. Levine was Vice President, Secretary
and General Counsel since prior to 1996.

Paul A. Veteri was appointed President and Chief Operating Officer in January,
2001. Mr. Veteri was previously Executive Vice President and Chief Financial
Officer since April 1997. Prior to April 1997, Mr. Veteri was Vice President and
Chief Financial Officer since prior to 1996.

Peter J. Griffin was appointed Vice President, Finance and Controller and Chief
Financial Officer in January, 2001. Mr. Griffin was previously Vice President
and Controller since prior to 1996.

Thomas G. Gerstmyer was appointed Corporate Vice President, Pharmaceuticals,
U.S. in January, 1999. He was appointed President, Wallace Laboratories Division
in August, 1998. Mr. Gerstmyer was previously Vice President of Marketing,
Wallace Laboratories since prior to 1996.

James C. Costin, M.D., was appointed Corporate Vice President, Medical and
Scientific Affairs in January, 1999. Dr. Costin continues to be responsible for
the Wallace Laboratories' Research and Development department, where he was
previously Vice President, Research and Development, a position he held since
prior to 1996.

Stephen R. Lang was appointed Corporate Vice President in March, 1997 and
Secretary and General Counsel in April, 1997. Mr. Lang was previously a Partner
and Chairman of the Litigation Department of Whitman Breed Abbott & Morgan LLP
since prior to 1996.

Mark Wertlieb was appointed Corporate Vice President, Taxes in August, 1996. Mr.
Wertlieb was previously a Tax Partner at KPMG LLP since prior to 1996.

Adrian J. L. Huns was appointed Corporate Vice President, International and
President, International Division in May, 1996. Mr. Huns was Managing Director
of Carter-Wallace Ltd., a subsidiary of Carter-Wallace, Inc., since prior to
1996.

                                        6
<PAGE>
                                     PART II

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

Information required by this item is presented on pages 1 and 7 of the 2001
Annual Report to Stockholders and is herein expressly incorporated by reference.

ITEM 6.   SELECTED FINANCIAL DATA

Information required by this item is incorporated herein by reference to page 7
of the 2001 Annual Report to Stockholders.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
           OF OPERATIONS AND FINANCIAL CONDITION

Information required by this item is incorporated herein by reference to pages 8
through 10 of the 2001 Annual Report to Stockholders.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL MARKET RISK

A portion of the Company's discontinued revenues and earnings are exposed to
changes in foreign exchange rates. Where practical, the Company seeks to relate
expected local currency revenues with local currency costs and local currency
assets with local currency liabilities.

The Company's interest bearing investments and a portion of its debt in
discontinued operations are subject to interest rate risk. Changes in interest
rates could affect interest income and expense in future periods. The Company
invests on a short-term basis.

There has been no material impact on operations from financial market risk
exposure during the year ended March 31, 2001.

                                    PART III

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is incorporated herein by reference to pages
12 through 31 of the 2001 Annual Report to Stockholders.

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to Directors of the Company is incorporated by
reference to the Company's Proxy Statement, dated June 20, 2001, for the Annual
Meeting of Stockholders to be held July 17, 2001, under the captions "Stock
Ownership", "Election of Directors" and "Board of Directors and Committees".

Information with respect to Executive Officers of the Registrant is set forth
under the heading "Executive Officers of the Registrant" in Part I on pages 5
and 6 of this Form 10-K.

                                        7

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 20, 2001, for the Annual Meeting of
Stockholders to be held July 17, 2001, under the caption "Executive Compensation
and Other Information".

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information pertaining to the security ownership of certain beneficial owners
and management is incorporated herein by reference to the Company's Proxy
Statement, dated June 20, 2001, for the Annual Meeting of Stockholders to be
held July 17, 2001, under the captions "Voting Rights" and "Stock Ownership".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 20, 2001, for the Annual Meeting of
Stockholders to be held July 17, 2001, under the caption "Election of
Directors".

                                     PART IV

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

(A)(1),(A)(2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

The financial statements and financial statement schedule filed as part of this
report are listed or incorporated by reference in the "Index of Financial
Statements and Financial Statement Schedule" on page 15 of this Form.

(A)(3) EXHIBITS

        2.1  Asset Purchase Agreement, dated as of May 7, 2001, by and between
             Armkel,LLC and Carter-Wallace, Inc. (incorporated herein by
             reference to Item 7 of the Company's Form 8-K dated May 7, 2001).

        2.2  Agreement and Plan of Merger, dated as of May 7, 2001, among the
             Company, CPI Development Corporation, MCC Acquisition Holdings
             Corporation, MCC Merger Sub Corporation and MCC Acquisition Sub
             Corporation. (incorporated herein by reference to Item 7 of the
             Company's Form 8-K dated May 7, 2001).

        3.1  Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 of the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             1992).

        3.2  By-Laws of the Company, as amended through 5/15/97 (incorporated
             herein by reference to Exhibit 3.2 of the Company's Annual Report
             on Form 10K for the fiscal year ended March 31, 1998).

                                   (CONTINUED)

                                        8
<PAGE>

(A) 3) EXHIBITS (CONT'D)

        4.1    Instruments defining the rights of security holders, including
               indentures -- The Company agrees to furnish to the Commission
               upon request a copy of each instrument pursuant to which long-
               term debt of the Company and its subsidiaries not exceeding 10%
               of total assets of the Company and its consolidated subsidiaries
               is authorized.

       10.2    1977 Restricted Stock Award Plan, as amended (incorporated herein
               by reference to Exhibit 10.2 of the Company's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1990).

       10.3    Employees' Retirement Plan, as amended (incorporated herein by
               reference to Exhibit 10.3 of the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 1993).

       10.4    Description of Profit Sharing Plan (incorporated herein by
               reference to Exhibit 10.4 of the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 2000).

       10.5    Executives' Additional Compensation Plan (incorporated herein by
               reference to the description of such plan set forth in the
               Company's Proxy Statement dated June 18, 1993, for the Annual
               Meeting of Stockholders to be held July 20, 1993, under the
               caption "Executive Compensation and Other Information").

       10.6    Employment Agreement, dated June 4, 1998, between the Company and
               Ralph Levine (incorporated herein by reference to Exhibit 10.6 of
               the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1998).

       10.6(A) Amendment, dated January 27, 2000, to the Employment Agreement
               dated June 4, 1998 between the Company and Ralph Levine
               (incorporated herein by reference to Exhibit 10.6(a) of the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 2000).

       10.6(B) Amendment, dated January 25, 2001, to the Employment Agreement
               dated June 4, 1998 between the Company and Ralph Levine.

       10.7    Employment Agreement, dated June 4, 1998, between the Company and
               Paul A. Veteri (incorporated herein by reference to Exhibit 10.7
               of the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1998).

       10.7(A) Amendment, dated January 27, 2000, to the Employment Agreement
               dated June 4, 1998 between the Company and Paul A. Veteri
               (incorporated herein by reference to Exhibit 10.7(a) of the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 2000).

                                   (CONTINUED)


                                        9

<PAGE>

(A)(3) EXHIBITS (CONT'D)


       10.7(B) Amendment, dated January 25, 2001, to the Employment Agreement
               dated June 4, 1998 between the Company and Paul A. Veteri.

       10.10   Supplemental Death Benefit Agreement, as amended (incorporated
               herein by reference to Exhibit 10.10 of the Company's Annual
               Report on Form 10-K for the fiscal year ended March 31, 1993).

       10.11   Lease Agreement, dated December 2, 1988, between the Company and
               Fisher - Sixth Avenue Company and Hawaiian Sixth Avenue
               Corporation (incorporated herein by reference to Exhibit 10.10 of
               the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1989).

       10.12   Corporate Officer Medical Expense Reimbursement Plan
               (incorporated herein by reference to Exhibit 10.12 of the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 1993).

       10.13   Executive Medical Expense Reimbursement Plan, as amended
               (incorporated herein by reference to Exhibit 10.13 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 1993).

       10.14   Executive Pension Benefits Plan, as amended (incorporated herein
               by reference to Exhibit 10.14 of the Company's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1995).

       10.15   Executive Savings Plan (incorporated herein by reference to
               Exhibit 10.15 of the Company's Annual Report on Form 10-K for the
               fiscal year ended March 31, 1995).

       10.18   1996 Long-Term Incentive Plan, as amended (incorporated herein by
               reference to Exhibit 10.18 of the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 1999)

       10.19   Employment Agreement, dated October 2, 2000 between the
               Company and T. Rosie Albright.

       10.21   Letter Agreement, dated September 14, 1998, between the Company
               and T. Rosie Albright (incorporated herein by reference to
               Exhibit 10.21 of the Company's Annual Report on Form 10-K for the
               fiscal year ended March 31, 1999).

      10.21(A) Amendment, dated January 27, 2000, to the Letter Agreement, dated
               September 14, 1998, between the Company and T. Rosie Albright
               (incorporated herein by reference to Exhibit 10.21(a) of the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 2000).

                                   (CONTINUED)

                                       10

<PAGE>

(A)(3) EXHIBITS (CONT'D)

      10.22     Letter Agreement, dated June 4, 1998, between the Company and
                Stephen R. Lang (incorporated herein by reference to Exhibit
                10.22 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 1999).

      10.22(A)  Amendment, dated January 27, 2000, to the Letter Agreement,
                dated June 4, 1998 between the Company and Stephen R. Lang.
                (incorporated herein by reference to Exhibit 10.22(a) of the
                Company's Annual Report on Form 10-K for the fiscal year
                ended March 31, 2000).

      10.23     Consulting Agreement dated July 21, 1999 between the Company and
                Henry H. Hoyt, Jr.(incorporated herein by reference to Exhibit
                10.23 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 2000).

      10.23(A)  Amendment, dated January 27, 2000, to the Consulting Agreement
                dated July 21, 1999 between the Company and Henry H. Hoyt, Jr.
                (incorporated herein by reference to Exhibit 10.23(a) of the
                Company's Annual Report on Form 10-K for the fiscal year ended
                March 31, 2000).

      10.24     Letter Agreement, dated January 1, 1999 between the Company and
                Thomas G. Gerstmyer (incorporated herein by reference to Exhibit
                10.24 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 2000).

      10.24(A)  Amendment, dated January 27, 2000, to the Letter Agreement dated
                January 1, 1999, between the Company and Thomas G. Gerstmyer
                (incorporated herein by reference to Exhibit 10.24(a) of the
                Company's Annual Report on Form 10-K for the fiscal year ended
                March 31, 2000).

         13     Annual Report to Stockholders for the fiscal year ended March
                31, 2001

         21     Subsidiaries.

         23     KPMG LLP Independent Auditors' Consent



                                       11

<PAGE>


(A)      REPORTS ON FORM 8-K

         On May 7, 2001, the Company filed a report on Form 8-K stating that it
         had entered into definitive agreements for the sale of the Company in a
         two-step transaction in which stockholders will receive $20.30 per
         share on a fully diluted basis, subject to certain tax adjustments.

         Pursuant to the Asset Purchase Agreement, dated as of May 7, 2001, by
         and between Armkel, LLC and the Company, the Company proposes to sell
         for $739 million in cash, less certain debt outstanding at closing, the
         Company's consumer products business.

         Pursuant to the Agreement and Plan of Merger, dated as of May 7, 2001,
         among the Company, CPI Development Corporation, MCC Acquisition
         Holdings Corporation, MCC Merger Sub Corporation and MCC Acquisition
         Sub Corporation, the Company proposes to sell for $408 million in cash
         its remaining healthcare business, by means of a merger.

         Upon consummation of the merger, the aggregate consideration estimated
         to be $1.121 billion, less the corporate taxes to be paid on the sale
         of the consumer products business and the cash-out of options, would be
         received by the holders of the Company's outstanding Common Stock and
         Class B Common Stock. Each transaction is conditioned on the other, so
         one transaction will not be consummated without the other.



                                       12

<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.


                                                CARTER-WALLACE, INC.
                                                     (Registrant)



DATED:  June 21, 2001                          BY: /s/ Paul A. Veteri
                                                    Paul A. Veteri
                                                    President and Chief
                                                     Operating Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the respective dates indicated:

SIGNATURE                     TITLE                         DATE
---------                     -----                         ----

/s/ Ralph Levine             Chairman of the Board and      June 21, 2001
Ralph Levine                 Chief Executive Officer,
                             Director (Principal Execu-
                             tive Officer)


/s/ David M. Baldwin         Director                       June 21, 2001
David M. Baldwin



/s/ Dr.Richard L. Cruess     Director                       June 21, 2001
Dr. Richard L. Cruess



/s/Suzanne H. Garcia         Director                       June 21, 2001
Suzanne H. Garcia



                                       13

<PAGE>


SIGNATURE                     TITLE                         DATE
---------                     -----                         ----


/s/ Henry H. Hoyt, Jr.      Director                       June 21, 2001
Henry H. Hoyt, Jr.




/s/ Scott C. Hoyt           Director                       June 21, 2001
Scott C. Hoyt




/s/ Herbert M. Rinaldi      Director                       June 21, 2001
Herbert M. Rinaldi




/s/ Donald J. Stack         Director                       June 21, 2001
Donald J. Stack



/s/ Paul A. Veteri          President and Chief            June 21, 2001
Paul A. Veteri              Operating Officer,
                            Director



/s/ Peter J. Griffin        Vice President, Finance and    June 21, 2001
Peter J. Griffin            Controller, Chief Financial
                            Officer





                                       14

<PAGE>


                      CARTER-WALLACE, INC. AND SUBSIDIARIES

         INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


The consolidated financial statements and the related report of KPMG LLP dated
May 18, 2001 appearing on pages 12 through 31 of the 2001 Annual Report to
Stockholders are incorporated herein by reference in this Form 10-K Annual
Report.

The following are set forth in this Annual Report on Form 10-K:


                                                                 PAGE

INDEPENDENT AUDITORS' REPORT ON FINANCIAL
 STATEMENT SCHEDULE                                                16

SCHEDULE II  - Valuation and qualifying accounts for each
                of the three years ended March 31, 2001            17



All other financial statement schedules are omitted because they are not
applicable or not required or because the information is included in the
consolidated financial statements or related notes.





                                       15

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Carter-Wallace, Inc.:


Under date of May 18, 2001, we reported on the consolidated balance sheets of
Carter-Wallace, Inc. and subsidiaries as of March 31, 2001 and 2000, and the
related consolidated statements of earnings, retained earnings and comprehensive
earnings, and cash flows, for each of the years in the three-year period ended
March 31, 2001, as contained in the 2001 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year ended March 31, 2001.
In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule as listed
in the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.


                                                    KPMG LLP


New York, New York
May 18, 2001

                                       16

<PAGE>
                                                                     SCHEDULE II
                      CARTER-WALLACE, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts
                        Three Years Ended March 31, 2001
                            (in thousands of dollars)

                                     Charged to
                        Balance at   costs and   Charged                Balance
                        beginning   expenses or  to other               at end
Description             of period    revenues    accounts  Deductions  of period
------------            ---------  ------------  --------  ----------  ---------
YEAR ENDED MARCH 31, 2001

  Deducted from assets
  to which they apply:
    Allowance for
    doubtful accounts:
      Continuing Oper.    $1,044     $    48    $   -     $   147       $   945
      Discontinued Oper.   5,628       1,267        -         673         6,222
                          ------     -------    -----     -------       -------
                           6,672       1,315        -         820(a)      7,167
                          ------     -------    -----     -------       -------
    Allowance for cash
    discounts:
      Continuing Oper.       619       4,339        -       4,418           540
      Discontinued Oper.     739       6,479        -       6,533           685
                          ------     -------    -----     -------       -------
                           1,358      10,818        -      10,951(b)      1,225
                          ------     -------    -----     -------       -------

    Total Cont. Oper.      1,663       4,387        -       4,565         1,485
    Total Discont. Oper.   6,367       7,746        -       7,206         6,907
                          ------     -------    -----     -------       -------
                          $8,030     $12,133    $   -     $11,771       $ 8,392
                          ------     -------    -----     -------       -------

YEAR ENDED MARCH 31, 2000

  Deducted from assets
  to which they apply:
    Allowance for
    doubtful accounts:
      Continuing Oper.    $1,069     $    87    $   -     $   112`      $ 1,044
      Discontinued Oper.   4,894         976        -         242         5,628
                          ------     -------    -----     -------       -------
                           5,963       1,063    $   -         354(a)      6,672
                          ------     -------    -----     -------       -------
    Allowance for cash
    discounts:
      Continuing Oper.       805       3,960        -       4,146           619
      Discontinued Oper.     647       6,023        -       5,931           739
                          ------     -------    -----     -------       -------
                           1,452       9,983        -      10,077(b)      1,358
                          ------     -------    -----     -------       -------

    Total Cont. Oper.      1,874       4,047        -       4,258         1,663
    Total Discont. Oper.   5,541       6,999        -       6,173         6,367
                          ------     -------    -----     -------       -------
                          $7,415     $11,046    $   -     $10,431       $ 8,030
                          ------     -------    -----     -------       -------

                                   (CONTINUED)

                                       17

<PAGE>
                             SCHEDULE II (CONTINUED)

YEAR ENDED MARCH 31, 1999:

  Deducted from assets
  to which they apply:
    Allowance for
    doubtful accounts:
      Continuing Oper.    $1,053      $  189    $   -      $  173       $ 1,069
      Discontinued Oper.   4,663         563        -         332         4,894
                          ------     -------    -----     -------       -------
                           5,716         752        -         505(a)      5,963
                          ------     -------    -----     -------       -------
    Allowance for cash
    discounts:
      Continuing Oper.       784       3,178        -       3,157           805
      Discontinued Oper.     806       5,559        -       5,718           647
                          ------     -------    -----     -------       -------
                           1,590      8,737         -       8,875(b)      1,452
                          ------     -------    -----     -------       -------

    Total Cont. Oper.      1,837       3,367        -       3,330         1,874
    Total Discont. Oper.   5,469       6,122        -       6,050         5,541
                          ------     -------    -----     -------       -------
                          $7,306      $9,489     $  -      $9,380       $ 7,415
                          ------     -------    -----     -------       -------
NOTES:

(A)  Accounts written off net of recoveries.
(B)  Net discounts allowed to customers.



                                       18

<PAGE>

INDEX TO EXHIBITS
14 (A)(3) EXHIBITS

        2.1  Asset Purchase Agreement, dated as of May 7, 2001, by and between
             Armkel,LLC and Carter-Wallace, Inc.(incorporated herein by
             reference to Item 7 of the Company's Form 8-K dated May 7, 2001).

        2.2  Agreement and Plan of Merger, dated as of May 7, 2001, among the
             Company, CPI Development Corporation, MCC Acquisition Holdings
             Corporation, MCC Merger Sub Corporation and MCC Acquisition Sub
             Corporation. (incorporated herein by reference to Item 7 of the
             Company's Form 8-K dated May 7, 2001).

        3.1  Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 of the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             1992).

        3.2  By-Laws of the Company, as amended through 5/15/97 (incorporated
             herein by reference to Exhibit 3.2 of the Company's Annual Report
             on Form 10K for the fiscal year ended March 31, 1998).

        4.1  Instruments defining the rights of security holders, including
             indentures -- The Company agrees to furnish to the Commission upon
             request a copy of each instrument pursuant to which long- term debt
             of the Company and its subsidiaries not exceeding 10% of total
             assets of the Company and its consolidated subsidiaries is
             authorized.

       10.2  1977 Restricted Stock Award Plan, as amended (incorporated herein
             by reference to Exhibit 10.2 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 1990).

       10.3  Employees' Retirement Plan, as amended (incorporated herein by
             reference to Exhibit 10.3 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 1993).

       10.4  Description of Profit Sharing Plan (incorporated herein by
             reference to Exhibit 10.4 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 2000).

       10.5  Executives' Additional Compensation Plan (incorporated herein by
             reference to the description of such plan set forth in the
             Company's Proxy Statement dated June 18, 1993, for the Annual
             Meeting of Stockholders to be held July 20, 1993, under the caption
             "Executive Compensation and Other Information").

       10.6  Employment Agreement, dated June 4, 1998, between the Company and
             Ralph Levine (incorporated herein by reference to Exhibit 10.6 of
             the Company's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1998).

                                   (CONTINUED)


                                       19

<PAGE>

(A)(3) EXHIBITS (CONT'D)

     10.6(A)  Amendment, dated January 27, 2000, to the Employment Agreement
              dated June 4, 1998 between the Company and Ralph Levine
             (incorporated herein by reference to Exhibit 10.6(a) of the
              Company's Annual Report on Form 10-K for the fiscal year ended
              March 31, 2000).

     10.6(B)  Amendment, dated January 25, 2001, to the Employment Agreement
              dated June 4, 1998 between the Company and Ralph Levine.

       10.7   Employment Agreement, dated June 4, 1998, between the Company and
              Paul A. Veteri (incorporated herein by reference to Exhibit 10.7
              of the Company's Annual Report on Form 10-K for the fiscal year
              ended March 31, 1998).

     10.7(A)  Amendment, dated January 27, 2000, to the Employment Agreement
              dated June 4, 1998 between the Company and Paul A. Veteri
              (incorporated herein by reference to Exhibit 10.7(a) of the
              Company's Annual Report on Form 10-K for the fiscal year ended
              March 31, 2000).

     10.7(B)  Amendment, dated January 25, 2001, to the Employment Agreement
              dated June 4, 1998 between the Company and Paul A. Veteri.

      10.10   Supplemental Death Benefit Agreement, as amended (incorporated
              herein by reference to Exhibit 10.10 of the Company's Annual
              Report on Form 10-K for the fiscal year ended March 31, 1993).

      10.11   Lease Agreement, dated December 2, 1988, between the Company and
              Fisher - Sixth Avenue Company and Hawaiian Sixth Avenue
              Corporation (incorporated herein by reference to Exhibit 10.10 of
              the Company's Annual Report on Form 10-K for the fiscal year ended
              March 31, 1989).

      10.12   Corporate Officer Medical Expense Reimbursement Plan (incorporated
              herein by reference to Exhibit 10.12 of the Company's Annual
              Report on Form 10-K for the fiscal year ended March 31, 1993).

      10.13   Executive Medical Expense Reimbursement Plan, as amended
              (incorporated herein by reference to Exhibit 10.13 to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              March 31, 1993).

      10.14   Executive Pension Benefits Plan, as amended (incorporated herein
              by reference to Exhibit 10.14 of the Company's Annual Report on
              Form 10-K for the fiscal year ended March 31, 1995).

      10.15   Executive Savings Plan (incorporated herein by reference to
              Exhibit 10.15 of the Company's Annual Report on Form 10-K for the
              fiscal year ended March 31, 1995).

                                   (CONTINUED)


                                       20

<PAGE>



(A)(3) EXHIBITS (CONT'D)

       10.18    1996 Long-Term Incentive Plan, as amended (incorporated herein
                by reference to Exhibit 10.18 of the Company's Annual Report on
                Form 10-K for the fiscal year ended March 31, 1999)

       10.19    Employment Agreement, dated October 2, 2000 between the
                Company and T. Rosie Albright.

       10.21    Letter Agreement, dated September 14, 1998, between the Company
                and T. Rosie Albright (incorporated herein by reference to
                Exhibit 10.21 of the Company's Annual Report on Form 10-K for
                the fiscal year ended March 31, 1999).

      10.21(A)  Amendment, dated January 27, 2000, to the Letter Agreement,
                dated September 14, 1998, between the Company and T. Rosie
                Albright (incorporated herein by reference to Exhibit 10.21(a)
                of the Company's Annual Report on Form 10-K for the fiscal year
                ended March 31, 2000).

      10.22     Letter Agreement, dated June 4, 1998, between the Company and
                Stephen R. Lang (incorporated herein by reference to Exhibit
                10.22 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 1999).

      10.22(A)  Amendment, dated January 27, 2000, to the Letter Agreement,
                dated June 4, 1998 between the Company and Stephen R. Lang.
                (incorporated herein by reference to Exhibit 10.22(a) of the
                Company's Annual Report on Form 10-K for the fiscal year
                ended March 31, 2000).

      10.23     Consulting Agreement dated July 21, 1999 between the Company and
                Henry H. Hoyt, Jr.(incorporated herein by reference to Exhibit
                10.23 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 2000).

      10.23(A)  Amendment, dated January 27, 2000, to the Consulting Agreement
                dated July 21, 1999 between the Company and Henry H. Hoyt, Jr.
                (incorporated herein by reference to Exhibit 10.23(a) of the
                Company's Annual Report on Form 10-K for the fiscal year ended
                March 31, 2000).

      10.24     Letter Agreement, dated January 1, 1999 between the Company and
                Thomas G. Gerstmyer (incorporated herein by reference to Exhibit
                10.24 of the Company's Annual Report on Form 10-K for the fiscal
                year ended March 31, 2000).

                                   (CONTINUED)


                                       21

<PAGE>

(A)(3) EXHIBITS (CONT'D)

    10.24(A)    Amendment, dated January 27, 2000, to the Letter Agreement dated
                January 1,1999, between the Company and Thomas G. Gerstmyer
                (incorporated herein by reference to Exhibit 10.24(a) of the
                Company's Annual Report on Form 10-K for the fiscal year ended
                March 31, 2000).

         13     Annual Report to Stockholders for the fiscal year ended March
                31, 2001

         21     Subsidiaries.

         23     KPMG LLP Independent Auditors' Consent



                                       22