FORM 10-Q
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



(Mark One)
(x)            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended             SEPTEMBER 30, 1995
                                --------------------------------------

                                  OR

( )           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                     1-5292
                        -----------------------------------------------

                               MEM COMPANY, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          NEW YORK                                 13-5546930
------------------------------            --------------------------
State or other jurisdiction of            (I.R.S. Employer I.D. No.)
incorporation or organization)

                          NORTHVALE, NEW JERSEY 07647
               --------------------------------------------------
               (Address of principal executive offices, zip code)

                                 (201) 767-0100
              ----------------------------------------------------
              (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 [  ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

    2,580,184 shares of Common Stock were outstanding at September 30, 1995.
<PAGE>
<TABLE>
<CAPTION>
                                     PART I
                       MEM COMPANY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
              SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (Unaudited)


                                                      9/30/95        12/31/94
                                                   ------------    ------------
<S>                                                <C>             <C>         
ASSETS
Current Assets:
Cash ...........................................   $    233,247    $  1,128,897
Accounts receivable, less allowance for
   doubtful accounts of $448,797 at 9/30/95
   and $661,654 at 12/31/94 ....................     15,393,193      12,843,943
Inventories at lower of cost (first-in,
   first-out) or market:
   Finished goods ..............................      9,658,141       6,095,908
   Raw materials and work in process ...........     10,953,682       9,228,083
Prepaid expenses ...............................      1,046,207       1,163,589
                                                   ------------    ------------
Total current assets ...........................     37,284,470      30,460,420

Property, plant and equipment at cost ..........     18,969,988      18,112,508
Less accumulated depreciation ..................    (13,647,869)    (12,788,644)
                                                   ------------    ------------
Net property, plant and equipment ..............      5,322,119       5,323,864

Other Assets:
Advance royalty payments - net .................        603,090         710,010
Other Assets ...................................        207,583         193,729
Intangibles - net ..............................     10,219,960      10,572,940
                                                   ------------    ------------
Total Assets ...................................   $ 53,637,222    $ 47,260,963
                                                   ============    ============

<PAGE>
<CAPTION>
                                     PART I
                       MEM COMPANY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
              SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (Unaudited)
                                  (Continued)


                                                      9/30/95        12/31/94
                                                   ------------    ------------
<S>                                                <C>             <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable to financial institutions and
   banks .......................................   $ 14,449,751    $  6,528,016
Accounts payable ...............................      4,974,406       4,488,160
Accrued expenses ...............................      4,066,299       2,308,387
Notes payable-current portion ..................      1,534,913       1,534,066
                                                   ------------    ------------
Total current liabilities ......................     25,025,369      14,858,629

Long term notes ................................      3,623,184       4,906,624

Commitments and contingencies

STOCKHOLDERS' EQUITY
Common stock, $.05 par value: 6,000,000 shares
   authorized, 3,000,000 shares issued .........        150,000         150,000
Additional paid-in capital .....................      3,090,110       3,090,110
Retained earnings ..............................     26,800,798      29,442,756
Less:  Common stock in treasury at cost ........     (4,607,180)     (4,607,180)
    :  Translation adjustment account ..........       (445,059)       (579,976)
                                                   ------------    ------------
Total stockholders' equity .....................     24,988,669      27,495,710
                                                   ------------    ------------

Total Liabilities and Stockholders' Equity .....   $ 53,637,222    $ 47,260,963
                                                   ============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       MEM COMPANY, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                  (Unaudited)

                                          1995                                 1994
                             -------------------------------       -------------------------------
                                QUARTER         YEAR TO DATE          QUARTER         YEAR TO DATE
                             ------------       ------------       ------------       ------------
<S>                          <C>                <C>                <C>                <C>         
Net Sales .............      $ 16,699,114       $ 27,684,336       $ 19,057,188       $ 29,945,555
Cost of sales .........         8,894,995         15,097,363          9,260,622         16,119,265
Selling and
 shipping exp .........         5,407,422         10,215,308          7,060,343         11,767,881
General and admin.
 expense ..............         1,323,450          3,764,704          1,226,470          3,659,314
                             ------------       ------------       ------------       ------------
                                1,073,247         (1,393,039)         1,509,753         (1,600,905)
Other income (expense):
Royalties, interest and
  other income ........            77,013            254,183            157,091            375,663
Amortization of
  intangibles .........          (119,394)          (358,083)          (119,397)          (183,158)
Interest expense ......          (440,244)        (1,028,138)          (345,387)          (543,725)
Financing expense .....           (36,586)          (116,881)           (39,935)          (101,510)
                             ------------       ------------       ------------       ------------
Income (loss) before
 income taxes .........           554,036         (2,641,958)         1,162,125         (2,053,635)
Income tax (benefit) ..              --                 --                 --                 --
                             ------------       ------------       ------------       ------------

Net income (loss) .....      $    554,036       $ (2,641,958)      $  1,162,125       $ (2,053,635)
                             ============       ============       ============       ============ 

Net income (loss)
 per share ............      $        .22       $      (1.02)      $        .45       $       (.80)
                             ============       ============       ============       ============ 
Average number of
 shares outstanding ...         2,580,184          2,580,184          2,574,720          2,574,720
</TABLE>

         Net  income  (loss) per share was  determined  by  dividing  net income
         (loss)  by  the  average  number  of  shares   outstanding  during  the
         respective period.
<PAGE>
<TABLE>
<CAPTION>
                       MEM COMPANY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1995 and 1994
                                  (Unaudited)

                                                       1995            1994
                                                   ------------    ------------ 
<S>                                                <C>             <C>          
Cash Flows from Operating Activities
Net income (loss) ..............................   $ (2,641,958)   $ (2,053,635)
Depreciation and amortization ..................      1,268,186       1,183,096
Provision for losses on accounts receivable ....        163,589         145,844
(Increase) decrease in accounts receivable .....     (2,649,881)     (8,345,886)
(Increase) decrease in inventory ...............     (5,208,810)     (9,878,028)
(Increase) decrease in other current assets ....        118,870        (141,181)
(Increase) decrease in other assets ............        (13,854)        (13,852)
Increase (decrease) in accounts payable ........        473,229       4,972,675
Increase (decrease) in accrued expenses ........      1,742,695       3,859,656
                                                   ------------    ------------ 
Net cash (used in) operating
   activities ..................................     (6,747,934)    (10,271,311)

Cash Flows from Investing Activities
Acquisition of trademark .......................           --        (8,341,215)
Additions to plant and equipment ...............       (783,343)       (774,526)
Collection of note receivable ..................           --           192,737
                                                   ------------    ------------ 
Net cash (used in) investing
   activities ..................................       (783,343)     (8,923,004)

Cash Flows from Financing Activities
Short-term borrowings ..........................     14,238,231      10,651,705
(Repayments of) short-term borrowings ..........     (6,316,076)       (657,218)
Proceeds from long-term notes ..................           --         8,982,000
(Payments of) long-term notes ..................     (1,311,868)       (483,866)
Issuance of treasury stock .....................           --            30,330
                                                   ------------    ------------ 
Net cash provided by financing
   activities ..................................      6,610,287      18,522,951

Effect of exchange rate changes on cash ........         25,340          15,016
                                                   ------------    ------------ 

Net increase (decrease) in cash ................       (895,650)       (656,348)

Cash at the beginning of the year ..............      1,128,897         992,019
                                                   ------------    ------------ 

Cash at the end of the period ..................   $    233,247    $    335,671
                                                   ============    ============
</TABLE>
The  information  on pages 2-4 reflects all  adjustments  of a normal  recurring
nature which the Company  considers  necessary  for a fair  presentation  of the
results for those periods.
<PAGE>
                    MANAGEMENT'S DISCUSSION and ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Nine Months Ended September 30, 1995 and 1994

       Net sales for the first nine  months  were 8% lower  than in 1994.  Gross
sales declined by $1,682,000.  Sales of British Sterling,  acquired in May, 1994
were $5,422,000 in 1995 and $3,092,000 in 1994. Sales of Timberline,  introduced
in the second half of 1994, were $883,000 in 1995 and $3,070,000 in 1994.  Sales
of  English  Leather  and  other  men's  products  were  lower by  approximately
$1,045,000  and sales of Love's  Baby Soft and Heaven  Sent items were  $780,000
lower than in 1995.  Declines  in  Tinkerbell  sales in the U.S.  were offset by
strong sales growth in the United Kingdom.  Returns and allowances  increased by
$581,000 as a result of returns  related to the higher level of sales during the
1994 holiday season and the introduction of new products in 1994. Canadian sales
were 5% lower  than last year as a result of lower  gross  sales.  Modest  sales
price increases on various products were effective at the beginning of 1995. The
effects of inflation and exchange rate fluctuations were not material.

       Cost of  sales  increased  from  54% of  sales  in  1994 to 55% in  1995.
Efficiencies from higher levels of production,  the effects of lower anticipated
returns on current sales volume and the sales price increases all contributed to
lowering  the cost of goods  and  offset  most of the  gross  profit  loss  from
substantially  lower  Timberline  sales,  which  have a lower cost of goods than
other products.  Selling and shipping expense declined from 39% of sales in 1994
to 37% in  1995  as a  result  of  lower  marketing  expenses  in  1995  for the
Timberline brand. Various general and administrative expenses increased modestly
over the prior year.

       Royalties, interest and other income declined $121,000 due to the absence
of  interest  income from a note  receivable  which was paid in full in October,
1994.  Amortization  of  intangibles  increased  $175,000  as a  result  of  the
inclusion of amortization of the British  Sterling  trademark for nine months in
1995 compared to four months in 1994.  Interest expense  increased  $79,000 as a
result of the long term notes  issued in  connection  with the British  Sterling
acquisition in May, 1994 and increased $405,000 as a result of higher short term
loans  outstanding  during 1995 to finance higher  receivables  and  inventories
during the year and for funds utilized to repay long term notes.  In total,  the
operating loss declined from 1994, but the higher  non-operating  costs resulted
in a loss which was $588,000  greater than in 1994. The Company has  significant
tax loss carryforwards available to offset future taxable income.

Quarter Ended September 30, 1995 and 1994

       Net sales  declined by $2,358,000 as a result of a decline in gross sales
of $2,623,000 and a decline in returns and  allowances of $265,000.  The decline
in gross sales is  attributable  to  substantially  lower  sales of  Timberline.
Modest  increases  in sales of British  Sterling and Love's were offset by sales
decreases in English Leather and Heaven Sent. Sales of Tinkerbell were unchanged
from 1994.  Sales in the U.K.  showed a small  increase and Canadian  sales were
down 11%.

       Cost of  sales  increased  from  49% of  sales  to 53% in 1995 due to the
decline in sales of Timberline  products,  which have a lower cost of goods than
other  fragrance  products  sold by the  Company.  The  decline in  selling  and
shipping  expense  resulted from lower  distribution  expenses by $320,000 and a
decline of $1,333,000 in marketing expenses in 1995,  principally related to the
Timberline  brand.  The  reasons  for  changes  in  general  and  administrative
expenses,  interest income and interest  expense are  substantially  the same as
discussed previously.

Liquidity and Capital Resources

       In May 1994,  the Company  acquired the British  Sterling  trademarks and
related assets and inventory for a total purchase price of $9,182,000,  of which
$8,145,000 was for the  trademarks,  $1,029,000 for  inventories  and $8,000 for
fixed assets. The purchase price was paid with $7,250,000 in cash, consisting of
$200,000 from the Company's  working  capital and  $7,050,000  borrowed  under a
5-year term loan added to the Company's existing revolving credit facility,  and
with an unsecured  $1,932,000  promissory  note payable to the seller over three
years at 8% interest. Other costs of the acquisition were $196,215.

       The Company's  existing  revolving credit facility with Fremont Financial
Corporation  was amended in May 1994 to increase the facility  from $15 to $17.5
million, provide for the term loan and extend the maturity of the agreement from
1996 to 1998.  The term  loan was  payable  in  equal  monthly  installments  of
principal  over five years,  with  interest at prime plus 2.5%.  The Company was
also the holder of a $2,465,000  note  receivable  from an unrelated party which
was paid in October  1994.  The proceeds of this note were applied to reduce the
term loan by reducing each of the scheduled monthly payments.

       The  Fremont  agreement  was  amended  as of June 1, 1995 to  reduce  the
interest  rate on all  borrowings  to prime plus 2% and was extended one year to
mature on April 6, 1999. The agreement also provides that the maximum borrowings
during the months of September  through  December of any year may be $20 million
if the borrowing is properly supported by eligible collateral.

       The Company's  business is highly  seasonal.  In the first nine months of
the year, cash is required to buy and manufacture inventories. The peak shipping
months  are from  August  through  November  and funds are  required  to finance
accounts receivable from shipment date to December and January, when the Company
receives significant cash collections.  To finance these needs, the Company uses
its working  capital,  which was $15,602,000 at the end of 1994, and a revolving
credit agreement with financial institutions.  At September 30, 1995, $3,194,000
was outstanding on the term loan and  $13,934,000 was outstanding  under working
capital loans.

       In the first half of the year, the Company collects  accounts  receivable
from the previous  Holiday season.  Initial  positive cash flow is used to repay
short-term  borrowings  and then  short-term  borrowings are utilized to acquire
inventory for goods to be shipped for the upcoming Holiday season.  The increase
in inventories in 1995 is significantly less than in 1994 due to lower purchases
in 1995 and the carryover of higher  inventories at December 31, 1994.  Accounts
receivable  also  increased by a much  smaller  amount than in 1994 due to lower
sales in 1995 and the higher receivables  outstanding at December,  1994 than in
1993.  The  smaller  increase  in  accounts  payable is related to the timing of
purchases,  the  majority of which were made  earlier in 1995 than in 1994.  The
increase in  short-term  borrowings  relates to the timing of purchases  and the
changes in accounts  payable as well as funds utilized for payments of long-term
notes.  The small  increase in accrued  expenses  results  from the  significant
decrease in budgeted  marketing  expenses,  principally those connected with the
introduction of Timberline in 1994.

       The  financing  agreement  contains  a  prohibition  on  the  payment  of
dividends if the Company operates at a loss.  There are no material  commitments
for property, plant and equipment expenditures.
<PAGE>
                                    PART II
                               MEM COMPANY, INC.
                               OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

Item 6a.  Exhibits - None

Item 6b.  Reports - 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 thereunto duly authorized.

                                   MEM COMPANY, INC.



                                   BY: /S/ Michael G. Kazimir, Jr.
                                       ---------------------------
                                       MICHAEL G. KAZIMIR, JR.
                                       Executive Vice President
                                       Duly Authorized Officer &
                                       Chief Financial Officer




November 14, 1995