SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A
[X ] Annual  Report  Pursuant to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934 [Fee Required]

                   For the Fiscal Year Ended December 31, 1997

                                       or

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

                         Commission file number 1-12271

                                  CARSON, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                 06-1428605
(State or other jurisdiction of incorporation  (I.R.S. Employer Identification
            or organization)                                  Number)

                     64 Ross Road, Savannah Industrial Park
                             Savannah, Georgia 31405
          (Address, including zip code, of principal executive offices)

        Registrant's telephone number, including area code:(912) 651-3400

          Securities  Registered Pursuant to Section 12 (b) of the Act:

Title of Each Class:                       Name of Exchange On Which Registered:
Common Stock - Class A, $0.01 Par Value              New York Stock Exchange

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___
         Securities Registered Pursuant to Section 12 (g) of the Act: None

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant,  computed by  reference  to the closing  price on The New York Stock
Exchange on December 31, 1997 was: $ 17,999,660

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

Title of Each Class: Outstanding at February 28, 1998:
Common Stock - Class A, $0.01 Par Value                         5,033,248 shares
Common Stock - Class B, $0.01 Par Value                         1,859,677 shares
Common Stock - Class C, $0.01 Par Value                         8,127,937 shares
                                                               15,020,862 shares

                                           Documents incorporated by reference:
Definitive  Proxy  Statement  to be filed for the 1998  Annual  Meeting  of
Shareholders on May 8, 1998 -- Part III.

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      3.  Exhibits incorporated by reference or filed with this report

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*3.1 Amended and Restated Certificate of Incorporation of Carson, Inc.
*3.2 By-laws of Carson, Inc.
***3.3 Restated  Certificate of  Incorporation of Carson Products Company 
***3.4 By-laws of Carson Products Company
***4.1  Indenture,  dated as of  November 6 1997,  among  Carson,  Inc.,  Carson
     Products Company and Marine Midland Bank, as trustee
***4.2 Form of 103/8% Senior  Subordinated  Note due 2007, Series B (included as
     Exhibit B to Exhibit 4.1)
*9   Voting Trust  Agreement dated as of August 23, 1995, by and among Dr. Leroy
     Keith,  S.  Garrett  Stonehouse,  Harrow-Lewis  Corporation  and  Northwest
     Capital, Inc.
*10.1  Employment  Agreement  dated as of August 23,  1995,as amended as of July
     31, 1996, between Carson Products Company and Dr. Leroy Keith
*10.2 Employment  Agreement dated as of July 7, 1995,  as amended as of July 31,
     1996, between Carson Products Company and Joyce M. Roche
*10.3 Employment Agreement  dated as of June 7, 1995,  as amended as of July 31,
     1996, between Carson Products Company and Dennis E. Smith
*10.4 Employment Agreement  dated as of June 7, 1995,  as amended as of July 31,
     1996, between Carson Products Company and John P. Brown, Jr.
*10.7 Employment Agreement  dated as of September 1, 1995, as amended as of July
     31, 1996, between Carson Products Company and Allena Lee-Brown
*10.8 Employment Agreement dated as of March 11, 1996, as amended as of July 31,
     1996, between Carson Products Company and Miriam Muley
***10.9 Employment  Agreement  dated as of May 9, 1995,  between Carson Products
     Company and Robert W. Pierce
*10.10  Management  Assistance  Agreement  dated as of August 23,  1995  between
     Carson Products Company and Morningside Capital Group L.L.C.
***10.11  First  Amendment  dated  as of  October  18,  1996  to the  Management
     Assistance  Agreement  dated as of August 23, 1995 between Carson  Products
     Company and Morningside Capital Group L.L.C.
***10.12  Second  Amendment  dated  as of  November  6,  1996 to the  Management
     Assistance  Agreement  dated as of August 23, 1995 between Carson  Products
     Company and Morningside Capital Group L.L.C.
*10.13 Management  Agreement  dated as of June 26, 2996 between Carson  Products
     Company and AM Cosmetics, Inc.
***10.14 First  Amendment  dated as of June 1, 1997 to the Management  Agreement
     dated as of June 26, 1996 between Carson Products Company and AM Cosmetics,
     Inc.
***10.15  Second  Amendment  dated  as of  October  6,  1997  to the  Management
     Agreement dated as of June 26, 1996 between Carson Products  Company and AM
     Cosmetics, Inc.
*10.16 Subscription  Agreement dated as of June 26, 1996 between Carson Products
     Company and Morningside AM Acquisition Corp.
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*10.17 Carson, Inc. 1996 Long-term Incentive Plan
*10.18 Carson, Inc. 1996 Non-Employee Directors Equity Incentive Program
*10.19 Subscription  Agreement  dated as of August 23, 1995 by and among Carson,
     Inc. and Investors set forth in Schedule I
*10.20 Subscription  Agreement  dated as of August 23, 1995 by and among Carson,
     Inc. and DNL Partners, Limited Partnership
*10.21 Subscription  Agreement  dated as of August 23, 1995 by and among Carson,
     Inc. and Indosuez Carson Partners and Indosuez CM II, Inc.
*10.22 Subscription  Agreement  dated as of August 15, 1995 by and among Carson,
     Inc. and the individuals (outside directors) named therein
*10.23 Subscription  Agreement  dated as of August 15, 1995 by and among Carson,
     Inc. and the individuals (members of senior management) named therein
*10.24 Licensing Agreement dated April 7, 1994, as amended May 14, 1996, between
     Carson  Products  Company and Carson  Products  Company S.A.  (Proprietary)
     Limited
*10.25 Distribution Agreement dated May 14, 1996 between Carson Products Company
     and Carson Products Company S.A. (Proprietary) Limited
*10.26 Promissory note between Joyce Roche and Carson, Inc.
*10.27 Promissory note between John P. Brown and Carson, Inc.
*10.28 Promissory note between Dennis Smith and Carson, Inc.
*10.33 Pledge  Agreement dated August 13, 1996 between John P. Brown and Carson,
     Inc.
*10.34 Pledge  Agreement  dated August 13, 1996 between Miriam Muley and Carson,
     Inc.
*10.35 Pledge  Agreement  dated August 13, 1996 between  Joyce Roche and Carson,
     Inc.
*10.36 Pledge  Agreement  dated August 13, 1996 between Dennis Smith and Carson,
     Inc.
**10.37 Asset  Purchase  Agreement  dated as of March 27,  1997  between  Carson
     Products Company and Conopco, Inc. d/b/a Chesebrough-Pond's USA Co.
**10.38 Asset  Purchase  Agreement  dated as of March 27,  1997  between  Carson
     Products Company and Jean Philippe Fragrances, Inc.
**10.39 Service  Agreement  dated as of April 30, 1997 between  Carson  Products
     Company and Conopco, Inc. d/b/a Chesebrough-Pond's USA Co.
**10.40 Broker  Agreement dated as of September 19, 1997 between Carson Products
     Company and AM Cosmetics, Inc.
***10.41  Manufacturing  Agreement  dated as of April 30,  1997  between  Carson
     Products Company and AM Cosmetics, Inc.
***10.42 Credit  Agreement  dated as of November 6, 1997 among  Carson  Products
     Company, Credit Agricole Indosuez and the lenders named therein
***10.43 Term Loan and  Revolving  Credit  Deed to Secure  Debt,  Assignment  of
     Leases and Security  Agreement  dated as of November 6, 1997 made by Carson
     Products Company in favor of Credit Agricole Indosuez
***10.44 Borrower General  Security  Agreement dated as of November 6, 1997 made
     by Carson Products Company in favor of Credit Agricole Indosuez
***10.45 Borrower  Intellectual Property Security Agreement dated as of November
     6,  1997  made by  Carson  Products  Company  in favor of  Credit  Agricole
     Indosuez
***10.46 Borrower  Securities Pledge Agreement dated as of November 6, 1997 made
     by Carson Products Company in favor of Credit Agricole Indosuez
***10.47 Holdings  Securities Pledge Agreement dated as of November 6, 1997 made
     by Carson, Inc. In favor of Credit Agricole Indosuez
10.48 Employment Agreement  dated as of July 14, 1997,  between Carson  Products
     Company and Richard A. Bozzell
10.49 Employment Agreement  dated  as  of  September  8,  1997,  between  Carson
     Products Company and Donald Riley
10.50 Promissory note between Miriam Muley and Carson, Inc.
+10.51 Asset  Purchase  Agreement  dated as of December 11, 1997 between  Carson
     Products(Proprietary)   Limited,  A&J  Cosmetics  (Proprietary)  and  Allan
     Townsend.
***12.1  Statement re  Computation of Ratio of Earnings to Fixed Charges
*16  Letter regarding Change in Certifying Accountant from Price Waterhouse LLP
***18 Letter re Change in  Accounting  Principles, dated  August  11,  1997 from
     Deloitte & Touche LLP to Carson, Inc.,  incorporated herein by reference to
     Carson,  Inc.'s Quarterly Report on Form 10-Q of the quarter ended June 30,
     1997, as amended
***21.1 Subsidiaries of Carson, Inc.
23.2 Consent of Deloitte & Touche LLP
***24.1 Powers of Attorney (included on signature pages of this Annual Report on
     Form 10-K)
27   Financial Data Schedule



* Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 filed with the Securities  and Exchange  Commission on October 14, 1996
File No. 333-10191 and the amendments thereto.

** Incorporated herein by reference to Carson, Inc.'s Current Report on Form 8-K
as of May 15, 1997,  as amended by Form 8-KA dated July 14, 1997,  July 16, 1997
and October 9, 1997.

*** Incorporated herein by reference to the Registrant's  Registration Statement
on Form S-4 filed with the  Securities  and Exchange  Commission  on October 31,
1997 File No. 333-42831.

+  Portions  of such  exhibit  have been  excluded  pursuant  to a  request  for
confidential  treatment.  Such  material  has  been  filed  separately  with the
Securities and Exchange Commission on the date hereof.


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SIGNATURES

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

                                          CARSON, INC.


Date: April 17, 1998                        By: /s/ Robert W. Pierce
                                            Robert W. Pierce
                                            Executive Vice President and Chief 
                                            Financial Officer(Principal 
                                            Accounting and Financial Officer)



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