SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

       Quarterly Report Under Section 13 or 15(d) of the
 X     Securities Exchange Act of 1934

For the quarter ended September 30, 1999


       Transition Report Pursuant to Section 13 or 15(d) of the
____   Securities Exchange Act of 1934

For the transition period from _______________ to _________________

Commission File Number       1-5893

                                MOVIE STAR, INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                               New York 13-5651322
               ------------------------------- ------------------
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                    136 Madison Avenue, New York, N.Y. 10016
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (212) 684-3400
               --------------------------------------------------
              (Registrant's telephone number, including area code)

      ---------------------------------------------------------------------
     (Former name, former address, and former fiscal year, if changed since
                                  last report.)

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 _____

The number of common shares outstanding on October 29, 1999 was 14,879,644.



<PAGE>


                                MOVIE STAR, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In Thousands)



                                              September 30,          June 30,
                                                  1999                 1999*
                                              -------------           ------
                                              (Unaudited)
                                    Assets
Current Assets
  Cash                                           $   670              $ 4,597
  Receivables, net                                13,205                6,864
  Inventory                                       15,615               16,460
  Deferred income taxes                            1,983                1,983
  Prepaid expenses and other current assets          435                  602
                                                 -------               ------
         Total current assets                     31,908               30,506

Property, plant and equipment, net                 3,453                3,495
Other assets                                         705                  732
Deferred income taxes                              2,026                2,026
                                                 -------               ------

          Total assets                           $38,092              $36,759
                                                 =======              =======

                        Liabilities and Stockholders' Equity

Current Liabilities
  Notes payable                                  $ 3,409              $     -
  Current maturities of long-term debt                46                   45
  Accounts payable and accrued expenses            7,777                7,845
                                                 -------              -------
         Total current liabilities                11,232                7,890
                                                 -------              -------
Long-term debt                                    17,857               20,703
                                                 -------              -------

Commitments and Contingencies                          -                    -

Stockholders' equity
  Common Stock                                       169                  169
  Additional paid-in capital                       4,072                4,072
  Retained Earnings                                8,380                7,543
                                                 -------               ------
                                                  12,621               11,784

 Less: Treasury stock, at cost                     3,618                3,618
                                                 -------               ------

       Total stockholders' equity                  9,003                8,166
                                                 -------               ------

Total liabilities and stockholders' equity       $38,092              $36,759
                                                 =======              =======


* Derived from audited financial statements.

See notes to consolidated condensed financial statements.


<PAGE>


                                MOVIE STAR, INC.

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

                    (In Thousands, Except Per Share Amounts)


                                                       Three Months Ended
                                                          September 30,
                                                       -------------------
                                                        1999           1998
                                                       -----          -----

Net sales                                            $ 19,219       $ 18,958

Cost of sales                                          13,909         13,301
                                                      -------         ------

  Gross profit                                          5,310          5,657

Selling, general and administrative
 expenses                                               4,029          3,718
                                                      -------         ------

  Income from operations                                1,281          1,939

Gain on purchases of subordinated debentures             (114)             -

Interest income                                           (18)            (1)

Interest expense                                          559            733
                                                      -------         ------

  Income before provision for income taxes                854          1,207

Provision for income taxes                                 17             24
                                                      -------         ------

  Net income                                          $   837         $1,183
                                                      =======         ======

Basic net income per share                               $.06           $.08
                                                         ====           ====

Diluted net income per share                             $.05           $.08
                                                         ====           ====

Basic weighted average number of shares
 outstanding                                           14,880         14,117
                                                      =======         ======

Diluted weighted average number of shares
 outstanding                                           16,354         15,068
                                                      =======         ======


See notes to consolidated condensed financial statements.


<PAGE>


                                MOVIE STAR, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)



                                                           Three Months Ended
                                                              September 30,
                                                          -------------------
                                                          1999            1998
                                                          ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                              $ 837         $ 1,183
 Adjustments to reconcile net income to net cash
  used in operating activities:
   Depreciation and amortization                           156             137
    Gain on purchases of subordinated debentures          (114)              -
 (Increase) decrease in operating assets:
   Receivables                                          (6,341)         (6,152)
   Inventory                                               845            (666)
   Prepaid expenses and other current assets               167              67
   Other assets                                            (20)            (20)
  Decrease in operating liabilities:
   Accounts payable and accrued expenses                   (68)         (1,145)
                                                        -------         ------

     Net cash used in operating activities              (4,538)         (6,596)
                                                        -------         ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment               (79)           (147)
                                                        -------         ------

Net cash used in investing activities                      (79)           (147)
                                                        -------         ------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment and purchases of long-term debt and
   capital lease obligations                             (2,719)           (14)
  Net proceeds from revolving line of credit              3,409          6,926
                                                        -------         ------

     Net cash provided by financing activities              690          6,912
                                                        -------         ------
NET (DECREASE) INCREASE IN CASH                          (3,927)           169
CASH, beginning of period                                 4,597            546
                                                        -------         ------

CASH, end of period                                     $   670         $  715
                                                        =======         ======


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during period for:
     Interest                                           $   193         $  216
                                                        =======         ======

     Income taxes (net of refunds received)             $     -         $   10
                                                        =======         ======


See notes to consolidated condensed financial statements.


<PAGE>





                                MOVIE STAR, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



1.   In the opinion of the Company, the accompanying consolidated condensed
     financial statements contain all adjustments (consisting of only normal
     recurring accruals) necessary to present fairly the financial position as
     of September 30, 1999 and the results of operations for the interim periods
     presented and cash flows for the three months ended September 30, 1999 and
     1998, respectively.

     The condensed consolidated financial statements and notes are presented as
     required by Form 10-Q and do not contain certain information included in
     the Company's year-end consolidated financial statements. The year-end
     condensed consolidated balance sheet was derived from the Company's audited
     financial statements. This Form 10-Q should be read in conjunction with the
     Company's consolidated financial statements and notes included in the 1999
     Annual Report on Form 10-K.


2.   The results of operations for the three months ended September 30, 1999 are
     not necessarily indicative of the results to be expected for the full year.


3.   Certain items included in these statements are based upon estimates. The
     cost of sales is determined utilizing estimated gross profit rates. The
     calculation of the actual cost of sales is predicated upon a physical
     inventory taken at the end of each fiscal year.


          An approximate breakdown of the inventory in thousands is as follows:



                                                 September 30,      June 30,
                                                    1999             1999
                                                 ------------       -------

          Raw materials                            $ 3,554          $ 5,513
          Work-in process                            1,091            2,121
          Finished goods                            10,970            8,826
                                                   -------          -------
                                                   $15,615          $16,460
                                                   =======          =======

      4.   During August and September 1999, the Company purchased $2,834,000 in
           principal amount of its 12.875% subordinated debentures. As a result,
           the Company recorded a pre-tax gain of $114,000, net of related
           costs, in the first quarter of fiscal 2000. The Company will further
           reduce its mandatory sinking fund requirement due in October 2000
           with these debentures.

<PAGE>

           Subsequent to the close of the first quarter of fiscal 2000, the
           Company purchased an additional $786,000 in principal amount of its
           12.875% subordinated debentures. As a result, the Company will record
           a pre-tax gain of $40,000, net of related costs, in the second
           quarter of fiscal 2000. The Company will further reduce its mandatory
           sinking fund requirement due in October 2000 with these debentures.


      5.   Net Income Per Share - The Company's calculation of Basic and Diluted
           Net Income Per Share are as follows (in thousands, except per share
           amounts):



                                                        Three Months Ended
                                                           September 30,
                                                        -------------------
                                                        1999           1998
                                                        ----           ----

          Basic Net Income Per Share:

         Net Income  to Common Stockholders            $  837         $ 1,183
                                                       ======         =======
         Basic Weighted Average Shares Outstanding     14,880          14,117
                                                       ======         =======
         Basic Net Income Per  Share                     $.06            $.08
                                                         ====            ====


          Diluted Net Income Per Share:

          Net Income to Common Stockholders             $ 837          $1,183
          Plus: Interest Expense on 8% Convertible
            Senior Notes                                    2               7
                                                        -----          ------
          Adjusted Net Income                           $ 839          $1,190
                                                        =====          ======

          Weighted Average Shares Outstanding          14,880          14,117
          Plus: Shares Issuable Upon Conversion of
                    8% Convertible Senior Notes           208             951
                Shares Issuable Upon Conversion of
                    Stock Options                       1,230               -
                Shares Issuable Upon Conversion of
                    Warrants                               36               -
                                                       ------          ------
          Diluted Weighted Average Shares Outstanding  16,354          15,068
                                                       ======          ======
          Diluted Net Income Per Share                   $.05            $.08
                                                         ====            ====


<PAGE>

6.   SEGMENT-RELATED INFORMATION

     The Company has two reportable business segments: intimate apparel and
     retail. The Company's reportable segments are individual business units
     that offer different products and services. They are managed separately
     because each segment requires different strategic initiatives, marketing,
     and advertising based on its own individual positioning in the market.
     Additionally, these segments reflect the reporting basis used internally by
     senior management to evaluate performance and the allocation of resources.

     The Company's intimate apparel segment designs, sources, manufactures,
     markets and sells an extensive line of ladies' intimate apparel. This
     segment primarily sells to discount, specialty, national and regional
     chain, mass merchandise and department stores and direct mail catalog
     marketers throughout the United States, as well as its Company-owned retail
     stores.

     The retail segment sells apparel products purchased primarily from external
     suppliers, as well as from the Company's intimate apparel segment.

     Intersegment sales and transfers are recorded at cost and treated as a
     transfer of inventory. Senior management does not review these sales when
     evaluating segment performance. The Company's senior management evaluates
     each segment's performance based upon income or loss from operations before
     interest, nonrecurring gains and losses and income taxes.

     The Company's net sales, income from operations and total assets for each
     segment for the three months ended September 30, 1999 and 1998 were as
     follows:


                                                   Three Months Ended
                                                       September 30,
                                                   --------------------
                                                   1999           1998
                                                   ----           ----
          Net Sales:
                Intimate Apparel                   $17,528      $17,154
                Retail                               1,691        1,804
                                                   -------      -------
                                                   $19,219      $18,958
                                                   =======      =======
          Income (Loss) From Operations:
                Intimate Apparel                   $ 1,398      $ 2,017
                Retail                                (117)         (78)
                                                   -------      -------
                                                   $ 1,281      $ 1,939
                                                   =======      =======

          Segment Assets:
                Intimate Apparel                   $34,595      $39,560
                Retail                               3,497        4,133
                                                   -------      -------
                                                   $38,092      $43,693
                                                   =======      =======



<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The following discussion contains certain forward-looking statements with
respect to anticipated results, which are subject to a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are: business conditions and growth in the Company's industry;
general economic conditions; the addition or loss of significant customers; the
loss of key personnel; product development; competition; foreign government
regulations; fluctuations in foreign currency exchange rates; rising costs of
raw materials and the unavailability of sources of supply; the timing of orders
placed by the Company's customers; and the risk factors listed from time to time
in the Company's SEC reports.

Results of Operations

Net sales for the three months ended September 30, 1999 increased $261,000 to
$19,219,000 from $18,958,000 in the comparable period in 1998. The increase in
sales resulted from higher sales in the intimate apparel division of
approximately $374,000 offset partially by decreased sales of approximately
$113,000 in the retail division. Net sales for the quarter in the intimate
apparel division increased from $17,154,000 to $17,528,000, while net sales in
the retail division decreased from $1,804,000 to $1,691,000.

The gross profit percentage decreased to 27.6% for the three months ended
September 30, 1999 from 29.8% in the similar period in 1998. The gross margin in
the Company's intimate apparel division decreased to 27.4% in 1999 from 29.8% in
the similar period in 1998. The lower margins in the intimate apparel division
resulted primarily from the sale of excess inventory at discounted prices,
additional duty and operational inefficiencies at the Company's remaining
domestic manufacturing facility. The additional duties were imposed on finished
goods manufactured in Mexico as a result of the Tariff Preference Levels ("TPL")
on certain of the raw materials used in the Company's products expiring nearly
four months earlier in calendar year 1999 as compared to 1998. Operational
inefficiencies were due to the Company's increased reliance on offshore
production which caused an uneven flow of production at the Company's remaining
domestic manufacturing facility.

The gross margin for the retail division increased to 30.4% for 1999 as compared
to 30.2% for the similar period in 1998.

Selling, general and administrative expenses were $4,029,000, or 21.0% of net
sales for the three months ended September 30, 1999, as compared to $3,718,000,
or 19.6% of net sales for the similar period in 1998.

Selling, general and administrative expenses attributable to the Company's
intimate apparel division were $3,395,000, or 19.3% of net sales for the three
months ended September 30, 1999, as compared to $3,099,000, or 18.0% of net



<PAGE>

sales for the similar period in 1998. This increase of $296,000 resulted
primarily from start-up costs associated with the development of our new lines,
Meant To Be and Flora Nikrooz Intimates. The increase in percentage was due to
start-up costs associated with the two new lines and no offsetting revenue.

The Company's retail division had selling, general and administrative expenses
of $634,000, or 37.5% of net sales for the three months ended September 30,
1999, as compared to $625,000, or 34.6% of net sales for the similar period in
1998. This increase in percentage was primarily due to lower sales for the
division.

Income from operations decreased to $1,281,000 for the three months ended
September 30, 1999, from $1,939,000 for the similar period in 1998. This decline
was due to lower margins and higher selling, general and administrative
expenses.

The Company's intimate apparel division had income from operations of $1,398,000
for the three months ended September 30, 1999, as compared to income from
operations of $2,017,000 for the similar period in 1998. This decline was due to
lower margins and higher selling, general and administrative expenses.

The Company's retail division had a loss from operations of $117,000 for the
three months ended September 30, 1999, as compared to a loss from operations of
$78,000 for the similar period in 1998. The operational results for the retail
division are based on direct operating expenses and do not include any indirect
corporate overhead.

During August and September 1999, the Company purchased $2,834,000 in principal
amount of its 12.875% subordinated debentures. As a result, the Company recorded
a pre-tax gain of $114,000, net of related costs.

Interest income for the three months ended September 30, 1999 increased by
$17,000 to $18,000 from $1,000 in the comparable period in 1998.

Interest expense for the three months ended September 30, 1999 decreased by
$174,000 to $559,000 from $733,000 in the comparable period in 1998, primarily
due to lower short-term borrowings.

The Company provided for an income tax provision of $17,000 for the three months
ended September 30, 1999, as compared to a $24,000 income tax provision for the
same period in 1998.

The Company had net income of $837,000 and $1,183,000 for the three months ended
September 30, 1999 and 1998, respectively. The decline in net income was due to
lower margins, higher selling, general and administrative expenses offset
partially by an increase in sales, a gain on the purchase of the Company's
12.875% subordinated debentures, higher interest income, lower interest costs,
and a lower income tax provision in the current year.

<PAGE>

Liquidity and Capital Resources

For the three months ended September 30, 1999, the Company's working capital
decreased by $1,940,000 to $20,676,000, principally due to the repayment and
purchases of long-term debt and purchases of fixed assets offset partially by
operating profits.

During the three months ended September 30, 1999, cash decreased by $3,927,000.
The Company used cash of $4,538,000 in its operations, $79,000 for the purchase
of fixed assets and $2,719,000 for the repayment and purchases of long-term
debt. Cash generated by profitable operations and borrowings of $3,409,000
funded these activities.

Receivables at September 30, 1999 increased by $6,341,000 to $13,205,000 from
$6,864,000 at June 30, 1999. The increase is due to normal seasonal shipping
fluctuations in the Company's intimate apparel division within the period.

Inventory at September 30, 1999 decreased by $845,000 to $15,615,000 from
$16,460,000 at June 30, 1999. This decrease resulted from a decrease in the
intimate apparel division offset partially by an increase in the retail
division. The decrease in the intimate apparel division was primarily the result
of the Company's decision to purchase more finished good packages in fiscal
2000. This decision reduces the Company's need to purchase and maintain an
inventory of the raw materials associated with those finished goods. Also, the
Company has continued to reduce the level of excess and closeout finished goods
on hand. The inventory for the retail division increased due to normal seasonal
fluctuations.

During August and September 1999, the Company purchased $2,834,000 in principal
amount of its 12.875% subordinated debentures. As a result, the Company recorded
a pre-tax gain of $114,000, net of related costs. The Company will further
reduce its mandatory sinking fund requirement due in October 2000 with these
debentures.

Subsequent to the close of the first quarter, the Company purchased an
additional $786,000 in principal amount of its 12.875% subordinated debentures.
As a result, the Company will record a pre-tax gain of approximately $40,000,
net of related costs, in the second quarter ending December 31, 1999. The
Company will further reduce its mandatory sinking fund requirement due in
October 2000 with these debentures.

The Company does not anticipate making any additional purchases of its stock and
anticipates that capital expenditures for fiscal 2000 will be less than
$700,000.

Following the first and second quarter purchases of the Company's 12.875%
subordinated debentures, the Company has $16,995,000 in long-term debt and a
secured revolving line of credit of up to $13,500,000. The long-term debt
consists of $6,367,000 of 12.875% Subordinated Debentures, $10,550,000 8% Senior
Notes and $78,000 8% Convertible Senior Notes. The remaining sinking fund
requirement for the 12.875% Subordinated Debentures is $117,000 due on October
1, 2000 and the balance of the principal in the amount of $6,250,000 is due on




<PAGE>

October 1, 2001. The 8% Senior Notes and the 8% Convertible Senior Notes do not
require any amortization and mature on September 1, 2001. The $78,000 8%
Convertible Senior Notes are convertible into the Company's common stock, at any
time prior to maturity, at a price of $0.375 per share.

The Company's secured revolving line of credit does not expire until July 1,
2001 and is sufficient for the Company's projected needs for operating capital
and letters of credit to fund the purchase of imported goods. Direct borrowings
under this line bear interest at the prime rate of Chase Manhattan Bank.
Availability under the line of credit is subject to certain agreed upon
formulas. Under the terms of this financing, the Company has agreed to pledge
substantially all of its assets, except the Company's domestic inventory and
real property.

Management believes its available borrowing under its secured revolving line of
credit, along with anticipated internally generated funds, will be sufficient to
cover its working capital requirements. Management is also currently exploring
alternatives for refinancing the long-term debt.


Recently Issued Accounting Standard

Recently Issued Accounting Standard - In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." This Statement establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires the
recognition of all derivatives as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value. The
accounting for changes in the fair value of a derivative is dependent upon the
intended use of the derivative. SFAS No. 133 will be effective in the Company's
first quarter of the fiscal year ending June 30, 2001 and retroactive
application is not permitted. The Company has not yet determined whether the
application of SFAS No. 133 will have a material impact on its financial
position or results of operations.


Imports
The Company's transactions with its foreign manufacturers and suppliers are
subject to the risks of doing business abroad. The Company's import and offshore
operations are subject to constraints imposed by agreements between the United
States and a number of foreign countries in which the Company does business.
These agreements impose quotas on the amount and type of goods that can be
imported into the United States from these countries. Such agreements also allow
the United States to impose, at any time, restraints on the importation of
categories of merchandise that, under the terms of the agreements, are not
subject to specified limits. The Company's imported products are also subject to
United States customs duties and, in the ordinary course of business, the
Company is from time to time subject to claims by the United States Customs
Service for duties and other charges. The United States and other countries in
which the Company's products are manufactured may, from time to time, impose new



<PAGE>

quotas, duties, tariffs or other restrictions, or adversely adjust presently
prevailing quotas, duty or tariff levels, which could adversely affect the
Company's operations and its ability to continue to import products at current
or increased levels. The Company cannot predict the likelihood or frequency of
any such events occurring.



Year 2000

Overview
The Year 2000 issue is primarily the result of computer programs only accepting
a two-digit date code, as opposed to four digits, to indicate the year.
Beginning in the Year 2000, and in certain instances prior to the Year 2000,
these date code fields will need to accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, the Company's date
critical functions may be adversely affected unless these computer systems and
software products are, or become, able to accept four-digit entries.


Internal Systems and Equipment
The Company has completed its comprehensive program of identifying, assessing
and, when necessary, upgrading and/or replacing its systems and equipment that
were vulnerable to Year 2000 problems. The Company has also successfully
completed the testing of its entire system for Year 2000 compliance.


Third Party Relationships
The Company has been formally communicating with its significant suppliers and
customers to determine if those parties have appropriate plans to remedy Year
2000 issues when their systems interface with the Company's systems or may
otherwise impact the operations of the Company. The Company has substantially
completed its review and believes that its major customers and suppliers have
addressed their Year 2000 issues. However, there can be no assurance, that the
systems of other companies on which the Company's processes rely will be timely
converted, or that a failure to successfully convert by another company, or a
conversion that is incompatible with the Company's systems, would not have an
impact on the Company's operations.


Contingency Plans
Based on the assessment efforts to date, the Company has focused on three
separate contingency plans (1) if the Company's systems are non-compliant (2) if
the Company's customers are non-compliant and (3) if the Company's suppliers are
non-compliant. The Company is continuously developing these plans to minimize
the impact of a potential failure. However, there can be no assurance that the
Company will be able to have a contingency plan in place for a significant
supplier and/or customer that does not become Year 2000 compliant.



<PAGE>

Costs/Risks
Management currently estimates that the cost, in connection with bringing its
own systems and equipment into compliance, was less than $50,000 for fiscal 1998
and less than $150,000 for fiscal 1999. Although the Company is not aware of any
additional material operational issues or costs associated with preparing its
internal systems for the Year 2000, there can be no assurance that there will
not be a delay in, or increased costs associated with, the implementation of the
necessary systems and changes to address the Year 2000.

Potential sources of risk include but are not limited to (a) the inability of
principal suppliers or the countries in which those suppliers operate to be Year
2000 compliant, which could result in delays in product deliveries from such
suppliers, (b) the inability of our customers to become compliant, which could
result in them not accepting our product in a timely manner causing the Company
to be in an over inventoried position resulting in a disruption of its cash
flow, and (c) disruption of the distribution channel, including ports and
transportation vendors as a result of general failure of systems and necessary
infrastructure such as electrical and telecommunications supply.



<PAGE>


              SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE
                    SECURITIES LITIGATION REFORM ACT OF 1995



Except for historical information contained herein, this Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which involve certain risks and uncertainties.
The Company's actual results or outcomes may differ materially from those
anticipated. Important factors that the Company believes might cause differences
are discussed in the cautionary statement under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
this Form 10-Q. In assessing forward-looking statements contained herein,
readers are urged to carefully read those statements.




<PAGE>


PART II       Other Information

Item 1   -    Legal proceedings - Not Applicable

Item 2   -    Changes in Securities - Not Applicable

Item 3   -    Defaults Upon Senior Securities - Not Applicable

Item 4   -    Submission of Matters to a Vote of Security Holders - None

Item 5   -    Other Information - None

Item 6   -    (a) Exhibits - None

              (b) Form 8-K Report - None


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       MOVIE STAR, INC.


                                       By: /s/ MELVYN KNIGIN
                                           ----------------------------------
                                           MELVYN KNIGIN
                                           President; Chief Executive Officer


                                        By: /s/ THOMAS RENDE
                                           -------------------
                                           THOMAS RENDE
                                           Chief Financial Officer

November 12, 1999