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.)


                              4218 WOODLAND AVENUE
                               BURBANK, CA 91505,
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 818 260-9772


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

For  the  quarterly  period  ended  April  30,  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  April  30,  2001
               -------                     -------------------------------------
  $2.00  Par  Value  Class A Common Stock            1,181,725  Shares



<PAGE>

TABLE  OF  CONTENTS


PART  1

ITEM  1.  FINANCIAL  STATEMENTS                                               3.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION           13.

ITEM  3.  EVENTS  SUBSEQUENT  TO  THE  SECOND  QUARTER                       13.

ITEM  4.  RESULTS  OF  OPERATIONS                                            14.

PART  II

ITEM  6.  SIGNATURES                                                         15.


<PAGE>

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 April 30, 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 NINE MONTHS ENDED APRIL 30, 2001 AND 2000
                                   (UNAUDITED)



                                     Page 3.


<PAGE>



                         THE VERMONT WITCH HAZEL COMPANY

                              FINANCIAL STATEMENTS


           FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2001 AND 2000
                                   (UNAUDITED)



FINANCIAL  STATEMENTS:

BALANCE  SHEET                                               1

STATEMENTS  OF  OPERATIONS                                   2

STATEMENT  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)              3

STATEMENTS  OF  CASH  FLOWS                                  4

NOTES  TO  FINANCIAL  STATEMENTS                           5-8


                                     Page 4.


<PAGE>


<TABLE>
<CAPTION>


                                                 THE VERMONT WITCH HAZEL COMPANY
                                                          BALANCE SHEETS




                                                              ASSETS
                                                              ------
                                                                              APRIL          JULY
                                                                             30, 2001      31, 2000
                                                                         --------------   ----------
                                                                           (Unaudited)     (Audited)
                                                                         --------------   -----------
<S>                                                                            <C>            <C>

Current Assets:
   Cash                                                                  $       6,588   $    6,768
   Accounts receivable                                                             898        1,533
   Inventory                                                                    85,609      130,388
                                                                         --------------   ----------
   Total current assets                                                  $      93,095   $  138,689

Fixed Assets:
   Furniture and equipment                                                       6,141        6,141
   Less: accumulated depreciation                                                6,141        6,141
                                                                         --------------   ----------
                                                                                     0            0
                                                                         --------------   ----------
     TOTAL ASSETS                                                        $      93,095   $  138,689
                                                                         --------------   ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current Liabilities:
   Accounts payable                                                             19,847       19,191
   Accrued liabilities                                                             920          617
   Notes payable                                                                 5,000       17,000
                                                                         --------------   ----------
   Total current liabilities                                                    25,767       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 - 1,181,725 shares                                 668,042      604,292
     in 2001, 1,149,850 shares in 2000.
Retained deficit                                                              (600,714)    (502,411)
                                                                         --------------   ----------

    Total Stockholders' Equity                                                  67,328      101,881
                                                                         --------------   ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $      93,095   $  138,689
                                                                         --------------   ----------
               The accompanying notes are an integral part of these statements.

                                             Page 5.
</TABLE>


<TABLE>
<CAPTION>


                                                  THE VERMONT WITCH HAZEL COMPANY
                                                      STATEMENT OF OPERATIONS
                                    FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2001 AND 2000
                                                            (unaudited)


                                                                      THREE       MONTHS           NINE         MONTHS
                                                                  -------------------------     -------------------------
                                                                      2001         2000            2001          2000
                                                                  -----------   -----------     -----------   -----------
<S>                                                                   <C>          <C>              <C>           <C>

Sales                                                                3,633        $7,258          $37,940        $24,100
Cost of sales                                                       20,888        10,952           51,128         21,418
                                                                  -------------------------------------------------------

Gross profit (loss)                                                (17,255)       (3,694)         (13,188)         2,682
Rent and other income                                                 -                0             -             8,390
Loss on sale of land and building                                     -                0             -            (1,460)

Selling, general and administrative
expenses                                                           (40,346)      (72,106)         (85,115)       (173,050)
                                                                  --------------------------------------------------------

NET LOSS                                                          ($57,601)     ($75,800)        ($98,303)      ($163,438)
                                                                  --------------------------------------------------------
Weighted average number of common
shares outstanding:                                              1,165,788       994,725        1,181,725         994,725
                                                                  --------------------------------------------------------

Net loss per common share                                           (0.05)       $(0.08)         $( 0.08)         $(0.16)
                                                                  ----------------------------------------------------------------


                        The accompanying notes are an integral part of these statements
</TABLE>



                                                          Page  6.


<TABLE>
<CAPTION>

                                                    THE VERMONT WITCH HAZEL COMPANY
                                              STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                             APRIL 30, 2001
                                                              (UNAUDITED)

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

Issuance of Stock for
Conversion of Loans                                                  9,500      19,000          -               19,000

Issuance of stock for
Services Rendered                                                   11,000      22,000          -               22,000

Issuance of Stock for
Sale to Public                                                      11,375      22,750          -               22,750

Net Loss for Period                                                   -           -          (98,303)          (98,303)
                                                                   _______     _______       _________         ________
                                                                 1,181,725    $668,042     $(600,714)          $67,328
                                                              ---------------------------------------------------------

                        The accompanying notes are an integral part of these statements

                                                       Page 7.
</TABLE>


<TABLE>
<CAPTION>


                                      THE VERMONT WITCH HAZEL COMPANY
                                          STATEMENTS OF CASH FLOW
                        FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2001 AND 2000
                                                (UNAUDITED)


                                                                   THREE MONTHS           NINE MONTHS
                                                                  -------------           -----------
                                                                 2001       2000        2001       2000
                                                                 ----       ----        ----       ----
<S>                                                               <C>        <C>         <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss for the period                                    $(57,601)   $(75,800)   $(98,303)   $(163,438)
   Adjustments to reconcile net
   loss to net cash used by
   operating activities:                                          -           -           -            -
   Depreciation                                                   -            154        -           2,392
   Issuance of stock for services                               22,000      41,000      22,000       68,000
   (Increase)/Decrease in accounts
   receivable                                                      (5)         344         635        (411)
   (Increase)/Decrease in inventory                             18,309          47      44,779       11,178
   Increase/(Decrease) in accounts
   payable                                                        (88)      (4,746)        656      (27,154)
   Increase/(Decrease in accrued
   liabilities                                                     127      (3,172)        303       (2,112)
                                                               ---------   ---------   ---------   ---------

NET CASH USED IN OPERATING
ACTIVITIES                                                     (17,258)    (42,173)    (29,930)    (111,545)
                                                               ---------   ---------   ---------   ---------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Sale of fixed assets, net                                          -             0        -          84,438
                                                               ---------   ---------   ---------   ---------

NET CASH USED IN INVESTING
ACTIVITIES                                                         -             0        -          84,438
                                                               ---------   ---------   ---------   ---------

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Proceeds from issuance of
   common stock                                                 22,750     35,000      22,750       96,250
   Proceeds from borrowings                                       (500)       500       7,000        2,900
   Reduction of mortgage principal                                -         3,326        -         (70,380)
                                                               ---------   ---------   ---------   ---------
Net cash provided by financing activities                       22,250     38,826      29,750       28,770
                                                               ---------   ---------   ---------   ---------
NET INCREASE (DECREASE) IN CASH                                  4,992     (3,347)       (180)       1,663
CASH BALANCE, BEGINNING OF PERIOD                                1,596      5,209       6,768          199
                                                               ---------   ---------   ---------   ---------

CASH BALANCE, END OF PERIOD                                     $6,588     $1,862      $6,588       $1,862
                                                               ---------   ---------   ---------   ---------

                         The accompanying notes are an integral part of these statements


                                                        Page 8.
</TABLE>





                         THE VERMONT WITCH HAZEL COMPANY
                 NOTES TO FINANCIAL STATEMENTS   APRIL 30, 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  nine  months  ended  April  30  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 9.

<PAGE>


                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                 APRIL 30, 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  April  30,  2001:


     Interest           0
     Income  taxes      0
     Short  term borrowings of $19,000 was converted into 9,500 shares of common
stock.

     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 10.

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                 APRIL 30, 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  $600,000  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 April 30, 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 11.

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                                 APRIL 30, 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  April  30,  2001  was  $9,420.

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 $98,303 for the nine
months ended April 30, 2001 on sales of $37,940.  As of that date, the Company's
current liabilities exceeded its current assets (excluding inventory of $85,609,
for  which  sales  must  be  generated in order to properly expense) by $18,281.
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.  During the period the Company sold 11,375
shares of 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.

7.     NOTES  PAYABLE:
          During  the period $19,000 of short term borrowings was converted into
9,500  shares  of  common  stock.  The  remaining  $5,000 has been loaned to the
company  at  no  interest,  and  may  be  converted  at  a  later  date.

Page  12.

<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  THIRD  QUARTER

     In  April 2001 the premises in Toluca Lake in which we were leasing offices
were  sold  and  we had to move our offices from Toluca Lake, CA to Burbank, CA.
The  move  was  completed  on  April  10,  2001.

     In the latter part of April we began negotiating with Dickinson Brands, the
largest
witch  hazel  manufacturers  in the United States, for them to license our brand
and formulas for sale in the natural market place.   The final negotiations will
take  place  between  June 29 and July 2, 2001, but the points already agreed on
are  as  follows:

     1.  Dickinson  Brands  will  license the name "The Vermont Witch Hazel Co."
and  all  the  formulas belonging to the Company and pay royalties on all sales.
The  amount  of  royalty  has  not  yet  been  determined.

     2.  Dickinson  Brands  will  pay  for  the  cost  of  all  manufacturing,
advertising,  and  distribution  and  pay  for  all  the  cost  of  new  labels.

     3.  Dickinson Brands will hire the Company's president, Deborah Duffy, as a
consultant  thereby  removing her from The Vermont Witch Hazel Co. payroll which
will  lower  the  Company's  overhead.

     4.  Dickinson  Brands  will  create a special board of directors to oversee
all licensing business done with The Vermont Witch Hazel Company.  Deborah Duffy
will  be  one  of  three  board  members.

     5.  There will be a minimum royalty, paid monthly.   Once the product sales
have  begun  exceeding the minimum, royalties will be paid on a quarterly basis.

     6.  The  Company  will audit Dickinson Brands' books, regarding The Vermont
Witch  Hazel  company's  sales,  on  a  quarterly  basis.
Page  13.
7.   The  Company  will  retain  the  rights  to  Internet  and  catalog  sales.

     8.  Dickinson Brands will sell product back to the Company for Internet and
catalog  sales,  at  a  price  yet  to  be  determined,  but  below  wholesale.


     9.  The  balance  of  the draft agreement will be completed by July 2, 2001
and  will  then  be  submitted  to  attorneys from both companies for review and
finalization.

     On  May 15, 2001 the Board of Directors resolved and enacted an increase in
the  authorized  shares  of  common  stock  from  10,000,000  to  75,000,000.

     On  May  20,  2001,  the  Board  of Directors resolved and enacteed 10 to 1
forward  split  of  all  the  Corporation's  outstanding  and  issued  stock


RESULTS  OF  OPERATIONS:
REVENUES:
            Revenues  for  the  nine  months  ended  April 30, 2001 increased to
$37,940  from  revenues  of $24,100 for the nine months ended April 30, 2000, an
increase  of  $13,840  or  57%.

 GENERAL  AND  ADMINISTRATIVE  EXPENSES:
               General and administrative expenses decreased  to $85,115 for the
nine  months  ended April 30, 2001 from $173,050 for the nine months ended April
30,  2000  , a decrease of $87,935.  The decrease was due primarily to reduction
in  personnel  and  overhead.

Loss  from  Operations
             We  had a loss from operations of $98,303 for the nine months ended
April  30,  2001  versus  a loss of $163,438 for the nine months ended April 30,
2000,  a  decrease  of  $65,135 or 40%.  The decreased loss was primarily due to
reduction  of  overhead  and  increased  sales.

Page  14.


<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  30th  of  May  ,  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.

May  30,  2001



     /s/________________________________________
     DEBORAH  DUFFY,  President,  Director  and  Chief  Financial  Office

     /s/_________________________________
     RACHEL  BRAUN,  Secretary,  Director


     /s/_________________________________
     PETER  C.  CULLEN,  Director


















Page  15.