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

                                   FORM 10Q-SB
                   General Form for Registration of Securities
                            of Small Business Issuers

                          Under Section 12(b) or (g) of
                       the Securities Exchange Act of 1934

                         The Vermont Witch Hazel Company
                         ------------------------------
               (Exact name of Registrant as specified in charter)

          Vermont                       6770                     95-40272
(State or other jurisdiction        (Commission              (I.R.S.  Employee
     of incorporation)              File Number)            Identification No.)


                    4415 PONCA AVENUE, TOLUCA LAKE, CA 91602,
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 818 766-4640


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

                For the quarterly period ended January 31,  2001



Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  the  latest  practicable  date.

           Class                         Outstanding  as  of  January  31,  2001
          -------                        ---------------------------------------
 $2.00  Par  Value  Class  A  Common  Stock       1,149,850  Shares

<PAGE>

TABLE  OF  CONTENTS

PART  1

ITEM  1.  FINANCIAL  STATEMENT                                               3

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  PLAN  OF  OPERATION  12

ITEM  3.  EVENTS  SUBSEQUENT  TO  THE  SECOND  QUARTER                      12

ITEM  4.  RESULTS  OF  OPERATIONS                                           12

PART  II

ITEM  6.  SIGNATURES                                                        13


PART  1.  FINANCIAL  INFORMATION

Item  1.  Financial  Statement.

       The  accompanying  unaudited financial statements, set forth herein under
PART I , have been prepared by management in accordance with the instructions to
Form  10-Q.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.
Operating  results  for  the quarter ended January 31, 2001, are not necessarily
indicative  of  the results that can be expected for the fiscal year ending July
31,  2001.


                                     Page 2.

<PAGE>


                              FINANCIAL STATEMENTS


          FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2001 AND 2000
                                   (UNAUDITED)


                                     Page 3.

<PAGE>




                         THE VERMONT WITCH HAZEL COMPANY
                                 BALANCE SHEETS

ASSETS
------

                                              JANUARY                   JULY
                                             31,  2001                31,  2000
                                             ---------                ---------
                                            (Unaudited)               (Audited)
                                            -----------               ---------

Current  Assets:
     Cash                                     $1,596                   $6,768
     Accounts  receivable                        893                    1,533
     Inventory                               103,918                  130,388
                                             -------                  -------
     Total  current  assets                 $106,407                 $138,689

Fixed  Assets
     Furniture  and  equipment                 6,141                    6,141
     Less:  accumulated  depreciation            141                    6,141
                                             -------                  -------
                                                   0                        0
                                                   -                        -
                                            ========                 ========
          TOTAL ASSETS                      $106,407                 $138,689


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current  Liabilities:
     Accounts  payable                        19,935                   19,191
     Accrued  liabilities                        793                      617
     Notes  payable                           24,500                   17,000
                                              ------                   ------
     Total  current  liabilities              45,228                   36,808

Commitments  and  Contingencies:

Stockholders'  Equity  (Deficit)
     Preferred  stock  -  no  par  value
          Authorized  1,000,000
          Issued  and  outstanding  -  none
     Common  stock  -  no  par  value
          Authorized  10,000,000  shares
          Issued  and  outstanding
          1,149,850  shares                 604,292                   604,292

Retained  deficit                          (543,113)                 (502,411)
                                           ---------                 ---------

     Total  Stockholders'  Equity            61,179                    101,881
     TOTAL  LIABILITIES  AND
        STOCKHOLDERS'  EQUITY              $106,407                   $138,689

        The accompanying notes are an integral part of these statements.
                                     Page 4.


<TABLE>
<CAPTION>


                                  THE VERMONT WITCH HAZEL COMPANY
                                      STATEMENT OF OPERATIONS
                      FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2001 AND 2000
                                           (unaudited)


                                             THREE        MONTHS            SIX         MONTHS
                                            2001           2000            2001          2000
<S>                                         <C>           <C>               <C>          <C>
Sales                                      $3,349        $7,503           $34,307      $16,842

Cost of sales                              12,326         8,280            30,240       10,466

Gross profit (loss)                        (8,977)         (777)            4,067        6,376

Rent and other income                        -            4,275               -          8,390

Loss on sale of land and building            -           (1,460)              -         (1,460)

Selling, general and administrative
 expenses                                 (21,106)      (64,976)          (44,769)    (100,944)

NET LOSS                                 ($30,083)     ($62,938)           40,702      (87,638)

Weighted average number of common
shares outstanding:                     1,149,850       864,600           1,149,8    1,149,850

Net loss per common share                 $(0.03)       $(0.07)           $( 0.04)     $(0.08)


</TABLE>


       The  accompanying  notes  are  an  integral  part  of  these  statements

                                             Page  5.

<PAGE>


<TABLE>
<CAPTION>


                                                        THE VERMONT WITCH HAZEL COMPANY
                                                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                               JANUARY 31, 2001
                                                                  (UNAUDITED)




TOTAL
                                   COMMON STOCK               ACCUMULATED              STOCKHOLDERS
                                SHARES       AMOUNT             DEFICIT                   EQUIT
<S>                              <C>          <C>                <C>                       <C>
Balance July 31,2000           1,149,850    $604,292           $(502,411)               $101,881


Net loss for period            ________      _______            $(40,702)               $(40,702)

Balance January 31, 2001       1,149,850    $604,292           $(543,113)                $61,179


</TABLE>

         The accompanying notes are an integral part of these statements

                                     Page 6.

<PAGE>

<TABLE>
<CAPTION>


                                                                                THE VERMONT WITCH HAZEL COMPANY
                                                                                    STATEMENTS OF CASH FLOW
                                                                  FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2001 AND 2000
                                                                                          (UNAUDITED)


                                                     THREE MONTHS                             SIX MONTHS
                                                 2001            2000                   2001              2000
<S>                                               <C>             <C>                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss for the period                   $(30,083)       $(62,938)              $(40,702)         $(87,638)
     Adjustments to reconcile net
     loss to net cash used by
     operating activities:                         -                -                     -                 -
     Depreciation                                  -              1,119                   -                2,238
     Issuance of stock for services                -             27,000                   -               27,000
     (Increase)/Decrease in accounts
     receivable                                 25,291            1,245                    640              (755)
     (Increase)/Decrease in inventory            8,795            6,532                26, 470            11,131
     Increase/(Decrease) in accounts
     payable                                      (358)         (22,294)                   744           (22,408)
     Increase/(Decrease in accrued
     liabilities                                  (118)           2,38                     176             1,060

NET CASH USED IN OPERATING
ACTIVITIES                                       3,527          (46,947)               (12,672)          (69,372)


CASH FLOWS FROM INVESTING
ACTIVITIES:
Sale of fixed assets, net                          -             84,438                    -              84,438

NET CASH USED IN INVESTING
ACTIVITIES                                         -             84,438                    -              84,438

CASH FLOWS FROM FINANCING
ACTIVITIES:
     Proceeds from issuance of
     common stock                                  -             36,250                    -              61,250
     Proceeds from  borrowings                  (2,500)           2,594                  7,500             2,400
     Reduction of mortgage principal               -            (72,645)                   -             (73,706)
Net cash provided by financing activities       (2,500)         (33,801)                 7,500           (10,056)

NET INCREASE (DECREASE) IN CASH                  1,027            3,690                 (5,172)            5,010

CASH BALANCE, BEGINNING OF PERIOD                  569            1,519                  6,768               199

CASH BALANCE, END OF PERIOD                     $1,596           $5,209                 $1,596            $5,209


</TABLE>


         The accompanying notes are an integral part of these statements
                                     Page 7.


<PAGE>


                         THE VERMONT WITCH HAZEL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001
                                   (UNAUDITED)



1.NATURE  OF  BUSINESS  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES
  ---------------------------------------------------------------------------

A.      Organization  and  Business:
       ----------------------------

The Vermont Witch Hazel Company (VWHC or the "Company") creates and markets skin
care  and pet care products.  The Company manufactures and distributes a line of
witch  hazel based natural, hypo-allergenic soaps, cleansers and other skin aids
for  people  who  prefer  natural  and  environmentally  friendly products.  The
Company  presently  maintains two Internet web sites to advertise and market its
products.

VWHC  was  incorporated in the State of Vermont on August 3, 1994 as Witch Hazel
Company.  On  October  4,  1994  it  was  renamed Vermont Witch Hazel Co. and on
September  16, 1996 it was renamed The Vermont Witch Hazel Company.  On November
1,  1994  the Company registered to conduct business in the State of California.


     B.     Property  and  Equipment:
            ------------------------

Property and equipment are stated at cost.  The assets are depreciated using the
straight-line  method over their estimated lives of five years for furniture and
equipment.  It  is  the  policy  of  the  company  to  capitalize  significant
improvements  and  to  expense  repairs  and  maintenance.

Depreciation  expense  for  the  six  months  ended  January  31, 2001 was: none

     C.      Loss  Per  Share:
            -----------------

Loss  per  share of common stock is computed using the weighted number of common
shares  outstanding  during  the period shown.  Common stock equivalents are not
included  in  the  determination  of  the  weighted  average  number  of  shares
outstanding,  as  they  would  be  antidilutive.


                                     Page 8.

<PAGE>


                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                JANUARY 31, 2001
                                   (UNAUDITED)


     D.     Recently  Issued  Accounting  Pronouncements:
            --------------------------------------------

In  1997,  the Financial Accounting Standards Board (FASB) issued Statements No.
130,  Reporting  Comprehensive Income and No. 131, Disclosures about Segments of
an  Enterprise  and  Related  Information.  The  Company's  adoption  of  these
statements  had  no  material  impact  on the accompanying financial statements.


     E.      Impairments  of  Long  Lived  Assets
            -------------------------------------

The  Company evaluates its long-lived assets by measuring the carrying amount of
the  assets against the estimated undiscounted future cash flows associated with
them.  If  such  evaluations  indicate  the  future  undiscounted  cash flows of
certain  long-lived  assets  are not sufficient to recover the carrying value of
such assets; the assets are adjusted to their fair values.  No adjustment to the
carrying  values  of  the  assets  has  been  made.


     F.      Statement  of  Cash  Flows
            ---------------------------

Supplemental  disclosure  of  cash  flow  information  is  as  follows:

          Cash  paid  during  the  period  for  August  1  to  January 31, 2001:


              Interest                                     0
              Income  taxes                             0


     G.     Use  of  Estimates:
            ------------------

          The  preparation  of  the  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that  effect reported amounts of assets and liabilities at the
date of the financial statements, and revenues and expenses during the reporting
period.  Actual  results  could  differ  from  estimates  and  assumptions made.


     H.      Inventory:
            ----------

Inventory  is  stated  at  lower of cost (first-in, first-out method) or market.


                                     Page 9.

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                JANUARY 31, 2001
                                   (UNAUDITED)


     I.      Revenue  Recognition:
            ---------------------

The  Company  recognizes  revenue  from  the sale of its products at the date of
sale.  The  buyer  has the right to return the merchandise; however, the returns
have been remote and insignificant, and all of the conditions of FAS-48 are met,
thereby  precluding  an  accrual  of  a  loss  contingency  under  FAS-5.


     J.      Management  Representation
            ---------------------------

The  financial  statements  and  notes  are  representations  of  the  Company's
management,  which  is  responsible  for  their integrity and objectivity.  They
include  all  adjustments  deemed  necessary  in  order  to  make  the financial
statements  not  misleading.  Management  represents  that  these  financial
statements  conform  to  generally  accepted accounting principles and have been
consistently  applied  in  the  preparation  of  the  financial  statements.


2.     INCOME  TAXES
       -------------

Income  taxes are provided pursuant to SFAS NO. 109 Accounting for Income Taxes.
The  statement requires the use of an asset and liability approach for financial
reporting  for income taxes.  If it is more likely than not that some portion or
all  of  a  deferred  tax  asset  will not be realized, a valuation allowance is
recognized.  No tax benefit of the Company's net operating loss carryforward has
been  recorded  as  it is more likely than not that the carryforward will expire
unused.  Accordingly,  the  tax benefit of the loss carryforward has been offset
by a valuation allowance of the same amount.  Thus, the Company has not recorded
an  asset  or  liability  in  accordance  with  SFAS  No.  109.

The  Company  has  approximately  $543,000  of  loss carry forwards available to
reduce  future  tax  liability  through  the  year  2020.


 .3.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
        ---------------------------------------

The  Company  has  used  market  information for similar instruments and applied
judgment  to  estimate fair value of financial instruments.  At January 31, 2001
the  fair value of cash, accounts receivable, notes payable and accounts payable
approximated  carrying  values  because  of  the  short-term  nature  of  these
instruments.


                                    Page 10.

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                JANUARY 31, 2001
                                   (UNAUDITED)

4.     COMMITMENTS  AND  CONTINGENCIES
       -------------------------------

     A  .     Leases:
              ------

The  Company  presently  leases  its  main  office  facilities from its majority
stockholder on a month to month basis, at a cost of $500 per month.  The Company
presently  leases  its warehouse facilities on a month to month basis, at a cost
of  $500  per  month.  Prior  years  rental  expense  reflect  the use of larger
facilities.  There  is  no determinable future costs, except on a month to month
basis.

Rent  expense  for  the  six  months  ended  January  31,  2001  was  $6,920.

The  Company  is  not  presently  involved  in  any  litigation.


5.     GOING  CONCERN
       --------------

The Company has experienced operating losses since inception primarily caused by
its  continued  development  and  marketing costs.  As shown in the accompanying
financial  statements,  the Company incurred a net loss of $$40, 702 for the six
months  ended  January  31,  2001  on  sales  of  $34,307.  As of that date, the
Company's  current  liabilities exceeded its current assets (excluding inventory
of $103,918,  for which sales must be generated in order to properly expense) by
$42,739.  These  factors  create  an  uncertainty about the Company's ability to
continue  as  a  going  concern.  The management of the Company intend to pursue
various  means of obtaining additional capital.  The financial statements do not
include  any  adjustments  that  might  be necessary if the Company is unable to
continue  as a going concern.  Continuation of the Company as a going concern is
dependent  on  the  Company  continuing  to  raise  capital, develop significant
revenue  and  ultimately  attaining  profitable  operations.


6.  SALE  TO  THE  PUBLIC:
    ---------------------

     The  Company  has  filed  a  Form  SB-2  with  the  Securities and Exchange
Commission  to               register  the sale of the Company's common stock to
the  public.  The Company is presently attempting  to sell 250,000 shares of its
common  stock  at  $2.00  per  share.  If the proceeds from the offering are not
sufficient  to  continue the business, the Company proposes to borrow funds from
current  shareholders.


                                    Page 11.

<PAGE>

MANAGEMENT'S  DISCUSSION  &  ANALYSIS  OF  PLAN  OF  OPERATIONS

     The  following discussion and analysis of the Company's financial condition
and  results  of  operations  should  be  read in conjunction with the Company's
financial  statements  and the related notes thereto appearing elsewhere herein.

OVERVIEW

     The  Company was incorporated in August of 1994 and began manufacturing all
natural  skin  care  products  in  1995.  We  now  manufacture and market 14 all
natural  skin  care  products and 4 all natural pet care products., all of which
contain  witch  hazel  as  a  base  ingredient.

     Originally, we marketed our products only to health food stores.  Our first
three years in business were moderately successful showing average gross incomes
for  fiscal  years  1996,  1997  and  1998  of  approximately  $250,000.

     Because  we  were  dealing with a very small percent of the market, natural
food  and  health  stores,  we felt we were limiting our income capabilities and
decided  to  change  our  marketing strategy to focus on Internet sales and mass
market.   This decision required our changing all  our labels which we estimated
would  cost  us  $150,000.  We knew our income would drop substantially while we
making the transition from natural health and food stores to mass market chains,
and  that  we  would  need  capital  to  maintain overhead during the transition
period.  The  Company  decided  to raise the money with a public offering.   The
offering  was  approved  by  the  Securities & Exchange Commission and we became
effective  on  February  15,  2001.

EVENTS  SUBSEQUENT  TO  THE  SECOND  QUARTER

          In  January  2001  we  launched  another division of The Vermont Witch
Hazel  Company  we  call  After  Five Fashions.  This division manufactures shoe
anklets,  a  decorative  form  of  anklet  to change the look of any shoe.   The
anklets  were  introduced at the World Shoe Show in Las Vegas in February, where
we  signed  a contract with two sales representatives: ESKO and Roger de Frang &
Associates.     The cost to the company to produce samples and introduce them at
the  show  was  under  $1,000.


RESULTS  OF  OPERATIONS:
REVENUES:
  Revenues for the six months  ended January 31, 2001 increased to $34,307  from
revenues  of  $16,842 for the six months ended January 31, 2000, an increase  of
$17,465  or  51%.

 GENERAL  AND  ADMINISTRATIVE  EXPENSES:
  General and  administrative expenses decreased  to $44,769 for the year  ended
January 31, 2001 from $100,944 for the year ended  January 31, 2000, an decrease
of $56,175.  The decrease  was  due  primarily  to  reduction in  personnel  and
overhead.

Loss  from  Operations
  We had a loss  from operations of $40,702 for the year ended January 31,  2001
versus  a  loss  of  $87,638  for  the  year  ended January 31, 2000, a decrease
of  $46,936  or  54%.  The  decreased  loss was  primarily  due  to reduction of
overhead  and  increased  sales.


                                    Page 12.

<PAGE>

                                   SIGNATURES

In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto  duly authorized in the City of Los Angeles,  State of California,  on
the  16th  of  March  ,  2001


                     /s/Deborah  Duffy,  PRESIDENT  THE  VERMONT WITCH HAZEL CO.


In  accordance  with  the  requirements  of  the  Securities  Act  of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  date  stated.

March  16,  2001


                    /s/DEBORAH  DUFFY,  President,  Director and Chief Financial
                                                    Officer

                    /s/RACHEL  BRAUN,  Secretary,  Director


                   /s/  PETER  C.  CULLEN,  Director