SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1998

                                       OR

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


                        Commission file number: 33-83734
                                                --------

                          J. B. WILLIAMS HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                                    06-1387159
         (State or Other Jurisdiction of                     (I.R.S. Employer
         Incorporation or Organization)                   Identification number)

                               65 HARRISTOWN ROAD
                           GLEN ROCK, NEW JERSEY 07452
          (Address of Principal Executive Offices, including Zip Code)



                                 (201) 251-8100
              (Registrant's Telephone Number, Including Area Code)

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      No  X
                                       ---     ---

Number of shares of the issuer's Common Stock,  par value $0.01,  outstanding as
of May 1, 1998: 9,990





<PAGE>


                          J.B. WILLIAMS HOLDINGS, INC.

                                    I N D E X




                                                                            PAGE

PART I  - FINANCIAL INFORMATION
          ---------------------

    Item 1:  Financial Statements (Unaudited):

             Condensed  Consolidated  Statements of Operations               1
             for the Three Months Ended March 31, 1998 and
             March 31, 1997

             Condensed Consolidated Balance Sheets at March 31,              2
             1998 and December 31, 1997

             Condensed Consolidated Statements of Cash Flows for             3
             the Three Months Ended March 31, 1998 and March 31,
             1997

             Notes to Condensed Consolidated Financial Statements            4


    Item 2:  Management's Discussion and Analysis of Financial               6
             Condition and Results of Operations


PART II - OTHER INFORMATION
          -----------------


    Item 2:  Changes in Securities                                           9

    Item 6:  Exhibits and Reports on Form 8-K                                9

    Signature                                                               10








<PAGE>


                          J.B. WILLIAMS HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                    UNAUDITED
                                 (IN THOUSANDS)




                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------

                                                       1998              1997
                                                     --------          -------

NET SALES                                            $15,777           $11,774

Cost of sales                                          5,727             3,569
                                                       -----             -----
GROSS MARGIN                                          10,050             8,205
Distribution and cash discounts                        1,355             1,033
Advertising and promotion                              3,905             3,054
Selling, general and administrative expenses           2,859             2,108
Depreciation and amortization                          1,027             1,120
                                                      ------           -------
OPERATING INCOME                                         904               890

Other income                                           -----               750
Interest expense-net                                 ( 1,438)         (  1,219)
                                                     --------         ---------
INCOME (LOSS) BEFORE INCOME TAXES                       (534)              421

Income tax provision  (benefit)                         (208)              164
                                                      -------           ------


NET INCOME (LOSS)                                      $(326)             $257
                                                      =======            =====










            See Notes to Condensed Consolidated Financial Statements


                                      -1-
<PAGE>




                          J.B. WILLIAMS HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED
                                 (IN THOUSANDS)



                                       AT MARCH 31, 1998    AT DECEMBER 31, 1997
                                       -----------------    --------------------
ASSETS
CURRENT ASSETS:
       Cash and cash equivalents                 $6,160               $7,375
       Accounts receivable, net                   8,648               13,758
       Inventories                               11,977                9,200
       Other current assets                         872                  636
                                                -------             --------
           Total Current Assets                  27,657               30,969
PROPERTY AND EQUIPMENT, NET                         994                  943

INTANGIBLE ASSETS, NET                           44,918               45,692
OTHER ASSETS                                      3,795                3,867
                                                 ------               ------

TOTAL ASSETS                                    $77,364              $81,471
                                                =======              =======


LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
       Accounts payable                          $4,287               $3,318
       Accrued expenses                           5,098                9,848
                                                  -----                -----
           Total Current Liabilities              9,385               13,166
                                                  -----               ------

DUE TO SELLERS OF ACQUIRED BUSINESSES               872                  872
                                                    ---                  ---

LONG TERM DEBT                                   50,345               50,345
                                                 ------               ------


SHAREHOLDER'S EQUITY:
       Common stock and paid-in capital          10,796                9,600
       Notes receivable from stock sales        (1,196)                 ----
       Retained earnings                          7,162                7,488
                                                  -----                -----
Total Shareholder's Equity                       16,762               17,088
                                                 ------               ------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY      $77,364              $81,471
                                                =======              =======





            See Notes to Condensed Consolidated Financial Statements


                                      -2-
<PAGE>




                          J.B. WILLIAMS HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    UNAUDITED
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                             THREE MONTHS ENDED MARCH 31,
                                                                             ----------------------------

                                                                                  1998             1997
                                                                                 -----            -----

OPERATING ACTIVITIES:
<S>                                                                              <C>                <C> 
 Net income (loss)                                                               $(326)             $257
 Adjustments to reconcile net income (loss) to net cash used in
 by operating activities:
      Amortization of intangibles and debt issuance costs                          910             1,022
      Depreciation and amortization of property and equipment                      117                98
      Changes in operating assets and liabilities:
Accounts receivable                                                              5,110             2,253
         Inventories                                                            (2,777)             (586)
         Other current assets                                                     (236)              113
Accounts payable                                                                   969            (2,063)
         Accrued expenses                                                       (4,750)           (1,851)
         Other assets                                                              (65)              (91)  
                                                                              ----------         --------- 
NET CASH USED INOPERATING ACTIVITIES                                            (1,048)             (848)
                                                                                --------         ---------

INVESTING ACTIVITIES:
 Purchases of property and equipment                                              (167)             (147)  
                                                                            ------------        ---------- 
NET CASH USED IN INVESTING ACTIVITIES                                             (167)             (147)
                                                                            ------------        ----------


DECREASE IN CASH AND CASH EQUIVALENTS                                           (1,215)            ( 995)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   7.375            21,201
                                                                                ------           -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $6,160           $20,206
                                                                                ======           =======


SUPPLEMENTAL CASH FLOW INFORMATION:
 Income taxes paid                                                                $583              ----
 Interest paid                                                                  $3,021            $3,021

SUPPLEMENTAL NON-CASH INVESTING ACTIVITIES:
 Notes receivable from stock sales                                              $1,196              ----

</TABLE>




            See Notes to Condensed Consolidated Financial Statements


                                      -3-
<PAGE>




                          J.B. WILLIAMS HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF ACCOUNTING AND ORGANIZATION

     The consolidated financial statements include J.B. Williams Holdings,  Inc.
and its wholly-owned  subsidiaries:  J.B.  Williams  Company,  Inc., After Shave
Products  Inc.,  Pre-Shave  Products  Inc.,  Hair Care  Products  Inc.,  and CEP
Holdings Inc. (collectively the "Company"). Brynwood Partners II L.P., a private
partnership  formed  under  Delaware  law, is the owner of all of the issued and
outstanding capital stock of the Company.

     The accompanying  unaudited condensed  consolidated financial statements as
of March 31, 1998 and for the three month  periods ended March 31, 1998 and 1997
have been  prepared  in  accordance  with the  instructions  to Form  10-Q.  All
adjustments  which,  in the  opinion  of the  management  of  the  Company,  are
necessary  for a fair  presentation  of  the  condensed  consolidated  financial
statements  for the three month  periods ended March 31, 1998 and 1997 have been
reflected.  All such adjustments are of a normal recurring nature. The March 31,
1998 condensed  consolidated  financial statements should be read in conjunction
with the consolidated  financial statements and notes thereto for the year ended
December 31, 1997 included in the Company's Annual Report on Form 10-K.

     The  results of  operations  for the period  ended  March 31,  1998 are not
necessarily indicative of the operating results for the full year.

2.   LONG TERM DEBT

     Long term debt consists of $50.3  million 12% Senior  Notes,  due 2004 (the
"Senior Notes").

3.   FINANCIAL INFORMATION CONCERNING GUARANTORS

     The  Senior  Notes are  guaranteed  by each of the  Company's  wholly-owned
subsidiaries,   which  constitute  all  of  the  Company's  direct  or  indirect
subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantors have fully
and  unconditionally  guaranteed  the Senior Notes on a joint and several basis;
and the aggregate  assets,  liabilities,  earnings and equity of the  Subsidiary
Guarantors are substantially equivalent to the assets, liabilities, earnings and
equity of the Company on a consolidated  basis. There are no restrictions on the
ability of the Subsidiary  Guarantors to make  distributions to the Company.  In
management's   opinion  separate  financial  statements  and  other  disclosures
concerning  the  Subsidiary  Guarantors  would  not be  material  to  investors.
Accordingly,  separate financial statements and other disclosures concerning the
Subsidiary Guarantors are not included herein.




                                      -4-
<PAGE>




4.   OTHER INCOME

     The  Company  received  a  one-time  payment of  $750,000  in January  1997
representing  a break-up  fee payable to the Company  pursuant to the terms of a
letter of intent  entered  into by the  Company in  connection  with a potential
transaction.

5.   ACQUISITIONS

     In August 1997, the Company  purchased  certain assets  associated with the
Viractin and San Francisco  Soap Company  brands from Virotex  Corp.  and Avalon
Natural Cosmetics, Inc., respectively. Additionally, in October 1997 the Company
acquired  certain  assets  associated  with the Cepacol  business in Canada from
Hoechst Marion Roussel Canada,  Inc. These acquisitions  consisted  primarily of
the trademarks, patents, inventories, formulas, marketing materials and customer
lists associated with each of these businesses. Each of these businesses did not
comprise a separate  business unit of the prior owner.  Accordingly,  other than
net  sales,  there  is no  financial  or  operating  data  available  for  these
businesses.  The  acquisitions  were accounted for using the purchase  method of
accounting  in  accordance  with  Accounting  Principle  Board  Opinion  No.  16
"Business Combinations".

     The cost of the Viractin  business was  approximately  $4,692,000  of which
$550,000 was  allocated to the fair value of the  tangible  assets  acquired and
$4,142,000  was allocated to  intangibles.  The cost of the San  Francisco  Soap
Company business was approximately $11,704,000 of which $7,740,000 was allocated
to the fair value of tangible  assets  acquired and  $3,964,000 was allocated to
intangibles.  In both of these  transactions  there  are  additional  contingent
payments  tied to annual net sales  during the five year period  following  each
respective  closing  date.  The  cost  of  the  Cepacol  (Canada)  business  was
approximately $1,490,000, all of which was allocated to intangibles.

6.   CHANGES IN SECURITIES

     As of March 1, 1998, the Company issued 1,000 shares of common stock for an
aggregate purchase  price of  $1,196,233.  These  shares were  issued to certain
employees of the Company  as a result of the  exercise of options  issued to the
employees under the Company's  1994 Stock Option  Plan.  The shares were in each
case paid for by a recourse promissory note in favor of the Company.

7.   RECLASSIFICATIONS

     Certain  reclassifications  have been made to the 1997 financial statements
to conform with the current year's presentation.






                                      -5-
<PAGE>




                          J. B. WILLIAMS HOLDINGS, INC.
                  ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

J. B.  Williams  Holdings,  Inc.  (the  "Company"),  through  its  subsidiaries,
distributes  and sells  personal and health care products in the United  States,
Canada and Puerto  Rico.  During  August 1997 the Company  added to its personal
care products  business with the  acquisition  of the San Francisco Soap Company
brand from  Avalon  Natural  Cosmetics,  Inc.  It also added to its health  care
products  business with the August 1997  acquisition  of the Viractin brand from
Virotex Corp.,  the October 1997  acquisition of the Cepacol  business in Canada
from Hoechst Marion Roussel Canada,  Inc. and the July 1997 agreement with Summa
Rx  Laboratories,  Inc. for the purchase of certain  rights to sell zinc dietary
supplements under the name Cepacol ColdCare.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1998

The following table sets forth certain operating data for the three months ended
March 31, 1998 and 1997.

<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED MARCH 31,
                                                                     ----------------------------
                                                                      (In Thousands)
                               PERSONAL CARE PRODUCTS            HEALTH CARE PRODUCTS   TOTAL COMPANY
                               ----------------------            --------------------   -------------
                                    1998       1997            1998      1997             1998         1997
                                    ----       ----            ----      ----             ----         ----
<S>                               <C>         <C>             <C>       <C>             <C>          <C>    
NET SALES                         $10,529     $6,972          $5,248    $4,802          $15,777      $11,774
Cost of Goods Sold                  3,971      1,884           1,756     1,685            5,727        3,569
                                  -------     ------           -----     -----            -----      -------
GROSS MARGIN                        6,558      5,088           3,492     3,117           10,050        8,205
Distribution and Cash Discounts       886        522             469       511            1,355        1,033
Advertising and Promotion           2,196      1,887           1,709     1,167            3,905        3,054
                                 --------     ------           -----    ------            -----        -----
BRAND CONTRIBUTION                 $3,476     $2,679          $1,314    $1,439            4,790        4,118
                                 ========     ======          ======    ======
Selling, General and Admin. Exp.                                                          2,859        2,108
Depreciation and Amortization                                                             1,027        1,120
                                                                                          -----      -------
OPERATING INCOME                                                                            904          890
Other Income                                                                               ----          750
Interest Expense, Net                                                                    (1,438)      (1,219)
                                                                                          ------      -------
INCOME (LOSS) BEFORE INCOME TAXES                                                          (534)         421
Income Tax Provision (Benefit)                                                             (208)         164
                                                                                          ------        -----
NET INCOME (LOSS)                                                                         $(326)        $257
                                                                                          ======        =====
</TABLE>



For the three month period ended March 31, 1998,  net sales  increased  34.0% to
$15,777,000  from  $11,774,000  for the same  period in 1997.  This  increase is
primarily due to sales  associated  with the new businesses  acquired during the
second half of 1997.  Excluding these items, sales of the base business products
during the first quarter of 1998 were essentially flat versus the same period in
1997.




                                      -6-
<PAGE>




For the three month period ended March 31,  1998,  cost of goods sold  increased
60.5% to $5,727,000  from  $3,569,000 for the same period in 1997. This increase
is directly  linked to the Company's  higher sales volumes  combined with higher
manufacturing  costs,  particularly  costs related to the  transition of the San
Francisco Soap Company  products to new contract  manufaturers and costs related
to the 1998 San Francisco Soap Spring gift set program.

For the three month period ended March 31, 1998,  distribution expenses and cash
discounts  increased  31.2% to $1,355,000 from $1,033,000 for the same period in
1997. This increase is primarily associated with the increased sales volumes.

For the three month  period  ended March 31,  1998,  advertising  and  promotion
expenses  increased  27.9% to $3,905,000  from $3,054,000 for the same period in
1997. This increase is entirely due to the marketing support programs associated
with the newly acquired businesses.

For  the  three  month  period  ended  March  31,  1998,  selling,  general  and
administrative  expenses  increased  35.6% to $2,859,000 from $2,108,000 for the
same period in 1997.  This  increase is related to a  combination  of  increased
staffing  levels  related to the new  businesses  and higher  broker  commission
payments associated with the increase in net sales.

For the three month period ended March 31, 1998,  depreciation  and amortization
decreased 8.3% to $1,027,000  from  $1,120,000 for the same period in 1997. This
decrease is related to lower levels of amortization as certain intangible assets
became fully amortized at the end of 1997.

During the first  quarter of 1997,  other  income of $750,000  was received as a
result of a one-time  payment  that  represented  a break-up  fee payable to the
Company  pursuant to the terms of a Letter of Intent entered into by the Company
in connection with a potential transaction.

For the three  month  period  ended March 31,  1998,  interest  expense,  net of
interest  income,  increased  18.0% to $1,438,000  from  $1,219,000 for the same
period in 1997. As a result of the  acquisitions  made during the second half of
1997, cash and cash equivalents  decreased from $20,206,000 as of March 31, 1997
to  $6,160,000  as of March 31,  1998.  This  decrease in cash has resulted in a
corresponding  decrease  in interest  income,  thereby  resulting  in an overall
increase in interest expense.

For the three month period ended March 31, 1998, the Company  recorded an income
tax  benefit of $208,000  versus an income tax expense of $164,000  for the same
period in 1997. The effective tax rate was 39% for both interim periods.

As a result of the foregoing the Company  realized a net loss of $(326,000)  for
the three month period ended March 31, 1998.  This compares  unfavorably  with a
net income of  $257,000  for the same three month  period in 1997.  Most of this
variance can be traced back to the $750,000  break-up fee paid to the Company in
1997 in  connection  with a potential  transaction,  since  operating  income of
$904,000 in 1998 is essentially unchanged versus $890,000 for the same period in
1997.




                                      -7-
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

The following chart  summarizes the net funds provided and/or used in operating,
financing and investing activities for the periods ended March 31, 1998 and 1997
(in thousands).

                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                        1998             1997
                                                        ----             ----
Net cash used in operating activities                 $(1,048)          $(848)
Net cash used in investing activities                    (167)           (147)
Decrease in cash and cash equivalents                 $(1,215)          $(995)


The principal  adjustments  to reconcile  net loss of $(326,000)  for the period
ended March 31, 1998 to net cash used in operating  activities  of  $(1,048,000)
are  depreciation  and  amortization of $1,027,000,  offset by a net increase in
working  capital  requirements of $1,749,000.  The working  capital  increase is
primarily  linked to an increase in finished goods  inventories of San Francisco
Soap  products,  as the  Company  is  preparing  for  1998's  Holiday  gift  set
production, and a decrease in accrued expenses.

Capital  expenditures,  which were $167,000 for the three months ended March 31,
1998,  are  generally not  significant  in the  Company's  business.  Aside from
approximately  $.6 million that the Company has budgeted for the  replacement of
its  financial   operating  system,   the  Company  currently  has  no  material
commitments for future capital expenditures.

As a result of the Senior  Notes,  the Company  had $50.3  million of total debt
outstanding  of December  31,  1997.  Management  expects  that cash on hand and
internally  generated funds will provide sufficient capital resources to finance
the Company's  operations  and meet interest  requirements  on the Senior Notes,
both in respect of the short term as well as during the long term. However, as a
result  of  the  cash   expenditures  made  in  connection  with  the  Company's
acquisition of the San Francisco Soap, Cepacol (Canada) and Viractin businesses,
cash and cash  equivalents  decreased from  $21,201,000 on December 31, 1996, to
$7,375,000  on  December  31,  1997.  Since there can be no  guarantee  that the
Company will generate  internal  funds  sufficient to finance its operations and
debt  requirements,  the Company has  arranged for a secured line of credit with
the Bank of New York through August 31, 1998 and is currently planning to extend
the line of credit to provide funds,  should they be required,  in order for the
Company to meet its liquidity requirements. The line of credit is in the maximum
amount of $5,000,000, with the amount available being subject to reduction based
on certain criteria relative to the Company's accounts receivable and inventory.






                                      -8-
<PAGE>




                           PART II - OTHER INFORMATION


ITEM 2 - CHANGES IN SECURITIES

As of March 1, 1998,  the Company  issued  1,000  shares of common  stock for an
aggregate  purchase  price of  $1,196,233.  These  shares were issued to certain
employees  of the Company as a result of the  exercise of options  issued to the
employees  under the  Company's  1994 Stock  Option  Plan,  and  pursuant to the
exemption  from  registration  under the  Securities Act of 1933 provided for by
Rule 701 of Regulation  S-K. The shares were in each case paid for by a recourse
promissory note in favor of the Company.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:
              - Exhibit 27 - Financial Data Schedule

         (b)  Reports on Form 8-K
              - No  reports on  Form 8-K  were  filed  by  the registrant during
                the period covered by this report.








                                      -9-
<PAGE>




                                   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.






                               J.B. WILLIAMS HOLDINGS, INC.




Date:   MAY 8, 1998            /s/ Kevin C. Hartnett
        -----------            -----------------------------------------
                               Name:  Kevin C. Hartnett
                               Title: Vice President and Chief Financial Officer



                                      -10-