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, 1996

                                  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)

               UNION STREET EXTENSION, 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.  2,604,934 shares of
Common Stock were outstanding at September 30, 1996.
<PAGE>
<TABLE>
<CAPTION>
                                             PART I
                               MEM COMPANY, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEET
                      SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (UNAUDITED)


                                                                      9/30/96        12/31/95       
                                                                   ------------    ------------ 
<S>                                                                <C>             <C>
ASSETS:
Current assets:
Cash ...........................................................   $    468,725    $    957,562
Accounts receivable, less allowance for doubtful accounts
        of $644,621 at 9/30/96 and $680,319 at 12/31/95 ........     12,966,038      13,381,468
Inventories, at lower of cost  (first-in, first out)  or market:
        Finished goods .........................................      8,528,299       6,021,947
        Raw materials and work in process ......................      9,510,215       8,582,573
Prepaid expenses ...............................................        987,029         825,377
                                                                   ------------    ------------ 
Total current assets ...........................................     32,460,306      29,768,927

Property, plant and equipment, at cost .........................     19,437,440      19,106,128
Less accumulated depreciation ..................................    (14,770,521)    (13,924,996)
                                                                   ------------    ------------ 
Net property, plant and equipment ..............................      4,666,919       5,181,132

Other assets:
Advance royalty payments - net .................................        460,530         567,450
Other assets ...................................................         76,717         208,132
Intangibles - net ..............................................      9,740,707      10,098,702
                                                                   ------------    ------------ 
Total assets ...................................................   $ 47,405,179    $ 45,824,343
                                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans payable to financial institutions and banks ..............   $ 15,879,572    $ 10,791,385
Accounts payable ...............................................      5,178,849       3,523,504
Accrued expenses ...............................................      2,576,427       1,928,989
Notes payable - current portion ................................      1,554,043       1,553,990
                                                                   ------------    ------------ 
Total current liabilities ......................................     25,188,891      17,797,868

Long-term notes ................................................      2,047,294       3,369,813

Commitments and contingencies
<PAGE>
<CAPTION>
                                             PART I
                               MEM COMPANY, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEET
                      SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (UNAUDITED)
                                          (continued)
                                                                      9/30/96        12/31/95           
                                                                   ------------    ------------ 
<S>                                                                <C>             <C>
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 ..............................................     21,850,673      26,460,779
Less:  Common stock in treasury, at cost .......................     (4,488,680)     (4,597,430)
         Cumulative translation adjustment .....................       (433,109)       (446,797)
                                                                   ------------    ------------ 
Total stockholders' equity .....................................     20,168,994      24,656,662
                                                                   ------------    ------------ 
Total liabilities and stockholders' equity .....................   $ 47,405,179    $ 45,824,343
                                                                   ============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  MEM COMPANY, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                             NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                              (UNAUDITED)

                                                                                                    
                                            1996            1996             1995          1995                
                                          QUARTER       YEAR TO DATE       QUARTER      YEAR TO DATE            
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Net sales ..........................   $ 13,396,336    $ 22,577,167    $ 16,699,114    $ 27,684,336

Costs and expenses:
Cost of sales ......................      8,182,743      13,846,143       8,894,995      15,097,363
Selling and shipping expense .......      3,969,150       8,178,273       5,407,422      10,215,308
General and administrative expense .      1,224,904       3,904,142       1,323,450       3,764,704
                                       ------------    ------------    ------------    ------------
       Total costs and expenses ....     13,376,797      25,928,558      15,625,867      29,077,375
                                       ------------    ------------    ------------    ------------
                                             19,539      (3,351,391)      1,073,247      (1,393,039)


Other income (expense):
Royalties, interest and other income        107,492         239,572          77,013         254,183
Amortization of intangibles ........       (119,382)       (358,143)       (119,394)       (358,083)
Merger expenses ....................       (419,178)       (707,454)           --              --   
Proceeds from settlement of lawsuit         691,669         691,669            --              --   
Interest expense ...................       (433,826)     (1,018,872)       (440,244)     (1,028,138)
Financing expense ..................        (30,026)       (105,487)        (36,586)       (116,881)
                                       ------------    ------------    ------------    ------------
Net profit (loss) ..................   $   (183,712)   $ (4,610,106)   $    554,036    $ (2,641,958)
                                       ============    ============    ============    ============ 

Net profit (loss) per share ........   $       (.07)   $      (1.78)   $        .22    $      (1.02)
                                       ============    ============    ============    ============ 

Average shares outstanding .........      2,594,059       2,587,534       2,580,184       2,580,184


Net income (loss) per share was  determined by dividing net income (loss) by the
average number of shares outstanding during the respective period.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                MEM COMPANY, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                           NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                            (UNAUDITED)


                                                           1996            1995
                                                      ------------    ------------
<S>                                                   <C>             <C>
Cash Flows from Operating Activities:
Net income (loss) .................................   $ (4,610,106)   $ (2,641,958)
Depreciation and amortization .....................      1,304,785       1,268,186
Provision for losses on accounts receivable .......        225,398         163,589
(Increase) decrease in accounts receivable ........        193,760      (2,649,881)
(Increase) decrease in inventory ..................     (3,418,488)     (5,208,810)
(Increase) decrease in other current assets .......       (153,747)        118,870
(Increase) decrease in other assets ...............        131,415         (13,854)
Increase (decrease) in accounts payable ...........      1,652,764         473,229
Increase (decrease) in accrued expenses ...........        646,790       1,742,695
                                                      ------------    ------------

Net cash provided by (used in) operating activities     (4,027,429)     (6,747,934)


Cash Flows from Investing Activities:
Additions to plant and equipment ..................       (324,488)       (783,343)
                                                      ------------    ------------

Net cash (used in) investing activities ...........       (324,488)       (783,343)


Cash Flows from Financing Activities:
Short-term borrowings .............................     11,495,718      14,238,231
(Repayments of) short-term borrowings .............     (6,416,264)     (6,316,076)
Sale of treasury stock on exercise of stock options        108,750            --
(Payments of) long-term notes .....................     (1,323,339)     (1,311,868)
                                                      ------------    ------------

Net cash (used in) provided by financing activities      3,864,865       6,610,287


Effect of exchange rate changes on cash ...........         (1,785)         25,340
                                                      ------------    ------------

Net (decrease) in cash ............................       (488,837)       (895,650)


Cash at the beginning of the year .................        957,562       1,128,897
                                                      ------------    ------------

Cash at the end of the period .....................   $    468,725    $    233,247
                                                      ============    ============
</TABLE>
<PAGE>
                       MEM COMPANY, INC. AND SUBSIDIARIES
               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1996 (Unaudited)


Note A  -  Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 1996 are not  necessarily  indicative of the results
that  may be  expected  for the  year  ended  December  31,  1996.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the MEM Company,  Inc. and  Subsidiaries'  annual report on
Form 10-K for the year ended December 31, 1995.
<PAGE>
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Nine Months Ended September 30, 1996 and 1995

         Net sales for the first nine  months  were 18% lower than in 1995.  The
major  portion  of  the  decline  resulted  from  reduced   shipments  of  men's
fragrances,   principally  British  Sterling  and  Timberline,  lower  sales  of
Tinkerbell products in the United States, principally due to lower volume with a
major customer,  and to a lesser extent, reduced sales of Love's and Heaven Sent
women's products.  Based on the relatively  modest  performance by retailers for
the 1995 Christmas  season,  the Company has provided for 1996 estimated returns
at a higher level than in 1995.  Tinkerbell net sales in the United Kingdom were
the same as in 1995.  Canadian  business  continued to be very weak,  with lower
gross sales and higher  returns  than in the first nine  months of 1995.  Modest
sales price  increases on some products were effective at the beginning of 1996,
but did not have a significant impact on revenues.  The effects of inflation and
exchange rate fluctuations were not material.

         Cost of sales  increased in relation to sales in 1996 compared to 1995.
In 1996,  the  Company  has  increased  its  efforts  to  decrease  the level of
investment  in  inventories  and to reduce  the  number of items in the  various
product lines. Accordingly, the gross profit percentage was reduced in 1996 by a
higher  level of sales of  merchandise  at prices lower than normal sales prices
and by higher provisions for net realizable value adjustments.  In addition, the
higher  level of  provisions  for future  returns  adversely  impacted the gross
profit margins.

         Selling and shipping expense decreased slightly in relation to sales in
1996. Marketing expenses declined from 20% of sales in 1995 to 17% in 1996 based
on anticipated  levels of  advertising  committed for this holiday  season.  The
decline in  marketing  expenses  was mostly  offset by higher  levels of selling
expense in relation to sales due to the relatively fixed nature of the Company's
selling  expenses.  General and  administrative  expense  increased by $139,000,
primarily due to a higher provision for doubtful  accounts,  higher expenses for
management information systems and increases in compensation expenses.

         Merger  expenses of $707,000  through  September 30, 1996,  were mostly
professional  fees incurred in connection with the work of the Special Committee
of the Board of Directors and their  advisors.  In  September,  1996 the Company
received  $692,000  as the result of a final  judgement  entered by the  Supreme
Court of the State of New York in an action  brought by the Company  against the
owners of the Heaven Sent trademark. The court held that the defendant failed to
protect the Company's United States trademark license by refusing to participate
in efforts  to stop the  gray-market  import of goods  into the  United  States.
Interest  and  financing  expense was at the same level as in 1995.  Interest on
slightly higher average loans  outstanding was offset by lower rates paid during
the period.  The Company has  significant  tax loss  carryforwards  available to
offset future taxable income.
<PAGE>
Quarter Ended September 30, 1996 and 1995

         Net  sales in the  third  quarter  declined  20% from the year  earlier
period  as a result  of lower  shipments  and also from  higher  provisions  for
estimated  returns  based on 1996  shipments.  Increased  shipments  of  English
Leather  products  were offset by declines in shipments of the  Company's  other
major  brands.  Tinkerbell  sales in the United  Kingdom  were ahead of the same
quarter last year, and Canadian business continued weak. Cost of sales increased
in relation to sales from 53% in 1995 to 61% in 1996. The reasons for the change
are  substantially  the same as those  mentioned in the nine months  discussion.
Marketing  expenses  declined  from 21% of  sales  in 1995 to 17% in 1996.  This
decline  was  partially  offset by higher  levels of shipping  and  distribution
expenses in relation to sales in the quarter. General and administrative expense
declined  $99,000 in the quarter  compared to 1995,  mostly from a reduction  in
professional fees and management  information systems expenses.  The reasons for
changes  in other  income  (expense)  are  substantially  the same as  discussed
previously.

Liquidity and Capital Resources

         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  $11,971,000 at the end of 1995 and a revolving
credit agreement with financial institutions.  This agreement was amended May 1,
1996 and now provides for total borrowings (including the outstanding term loan)
of  $20,000,000  which may be  increased  to  $22,000,000  during peak  seasonal
periods if the excess is supported  by eligible  collateral.  At  September  30,
1996, the term loan  outstanding  was $2,323,000 and $14,893,000 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.  In the first
nine months of 1996, less funds were required to finance  receivables due to the
lower level of sales,  and the increase in inventories in 1996 is  significantly
less than in 1995 due to lower  purchases  and the  effects of the  programs  to
lower the  investment  in  inventories.  The  increase in  payables  and accrued
expenses  reflects  the timing of payments and was about the same in both years.
The lower  amount of new short  term  borrowings  incurred  relates to the lower
amount of purchases and inventory  levels and higher amounts of accounts payable
compared to a year ago.

         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.

         In late February,  1996, the Company announced that a Special Committee
of the Board of Directors had been appointed to explore  strategic  alternatives
for the Company.  In April,  1996,  the Company  announced  that it had retained
Peter J. Solomon Company Limited,  an investment  banking firm, to work with the
Company and the Special Committee of the Board.

         On  June  24,  1996,  the  Company  announced  that it had  reached  an
agreement in principle to be acquired by  Renaissance  Cosmetics,  Inc. at $7.50
per share, subject to various conditions.
<PAGE>
         The Company entered into a merger  agreement dated as of August 6, 1996
(the  "Merger   Agreement")  with  Renaissance   Cosmetics,   Inc.  ("RCI")  and
Renaissance  Acquisition,  Inc.  ("RAI"),  a  wholly-owned  subsidiary  of  RCI,
pursuant  to which RAI is to merge with and into the  Company,  with the Company
surviving the merger.  Upon the  effectiveness  of the merger,  all  outstanding
shares of the Company's common stock will be converted into the right to receive
$7.50 per share in cash (other  than such  shares held by RAI,  RCI or any other
subsidiaries, or in the treasury of the Company, all of which will be cancelled,
and such shares held by shareholders  who perfect their  appraisal  rights under
Section  623 of the New York  Business  Corporation  Law).  As a  result  of the
merger,  the Company will become a  wholly-owned  subsidiary  of RCI. The Merger
Agreement has been approved by the Board of Directors of each company and by the
shareholders  of  the  Company  at  an  October  25,  1996  Special  Meeting  of
Shareholders.  Consummation  of the merger is subject to,  among  other  things,
certain regulatory  approvals and financing.  There can be no assurance that the
merger will be consummated.
<PAGE>
                                     Part II
                                MEM Company, Inc.


1.  Legal Proceedings

         On July 31, 1996, Tom Randall ("Randall"), on behalf of himself and all
other shareholders of the Company (other than the defendants), filed a purported
class action suit in Supreme Court,  State of New York,  against the Company and
four of its current and former  directors,  Gay A.  Mayer,  Elizabeth  C. Mayer,
Bruce  J.  Klatsky  and  Paul  Hallingby,  Jr.,  seeking  equitable  relief  and
unspecified compensatory damages. The suit alleges, among other things, that the
consideration  proposed to be paid to public  shareholders  of the Company under
the terms of the  transactions  contemplated  by the agreement in principle with
Renaissance  Cosmetics,  Inc. ("RCI")  announced June 24, 1996 is inadequate and
grossly  unfair to the public  shareholders  of the Company and further that the
individual  defendants,  in violation of their fiduciary obligations to maximize
shareholder  value, have not considered  potential  purchasers of the Company or
its stock in a manner  designed  to obtain the  highest  possible  price for the
Company's public  shareholders.  Randall seeks,  among other things, an order of
the Court requiring  defendants to seek other buyers of the Company,  and in the
event that the proposed transactions with RCI are consummated,  Randall seeks to
recover  damages  caused by the alleged  breach of fiduciary  duties owed by the
individual defendants to the shareholders of the Company, together with fees and
expenses.

         Although the Company and  Renaissance  believe that the putative  class
action suit is without  merit,  because of the expense of continued  proceedings
and the  uncertain  outcome  of any  litigation,  the  Company  has  reached  an
agreement in  principle  with the named  plaintiff to settle the putative  class
action suit without the admission of liability or wrongdoing by the  defendants.
The terms of the settlement  include some additional  disclosure to shareholders
through the settlement notice, a payment for plaintiffs' attorneys fees, and the
exchange of releases by the parties.  The  settlement is subject to, among other
things,  the  execution of final  settlement  documents by the parties and final
approval by the court. The amount of the proposed settlement is immaterial.
<PAGE>
                                     PART II
                                MEM COMPANY, INC.
                                OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders

         On October 25, 1996, a Special  Meeting of  Shareholders of the Company
was held to  consider  and vote upon the  adoption of an  Agreement  and Plan of
Merger,  dated  August  6,  1996,  by and  among  Renaissance  Cosmetics,  Inc.,
Renaissance  Acquisition,  Inc.  and the  Company.  At the  meeting,  the Merger
Agreement was approved by the Shareholders as follows:

                  Shares voted in favor of the merger -  2,167,023
                  Shares voted against the merger     -      6,550
                  Shares abstained                    -      8,518

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, 1996