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 September 30, 2000

                                       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 October 31, 2000: 10,000






<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
                   for the Thirteen Weeks and Thirty Nine Weeks
                   Ended September 30, 2000 and October 2, 1999 ............  3

                   Condensed Consolidated Balance Sheets at
                   September 30, 2000 and January 1, 2000 ..................  4

                   Condensed Consolidated Statements of Cash Flows
                   for the Thirty Nine Weeks Ended September 30, 2000
                   and October 2, 1999 .....................................  5

                   Notes to Condensed Consolidated Financial Statements ....  6


          Item 2:  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations .....................  8



Part II - Other Information
          -----------------

         Item 6:   Exhibits and Reports on Form 8-K ........................ 13

         Signature ......................................................... 14











                                       -2-


<PAGE>




                          J.B. Williams Holdings, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                    Unaudited
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                     Thirteen     Thirteen    Thirty-Nine   Thirty-Nine
                                                      Weeks        Weeks         Weeks         Weeks
                                                      Ended        Ended         Ended         Ended
                                                     Sept 30,      Oct 2,       Sept 30,       Oct 2,
                                                       2000         1999          2000          1999
                                                      ------       ------        ------        ------

<S>                                                 <C>           <C>           <C>           <C>
Net sales .....................................     $ 18,022      $ 20,059      $ 45,120      $ 49,756

Cost of sales .................................        6,934         7,823        16,477        19,088
                                                    --------      --------      --------      --------

Gross margin ..................................       11,088        12,236        28,643        30,668
Distribution and cash discounts ...............        1,089         1,467         2,925         4,076
Advertising and promotion .....................        2,735         4,074         9,310        11,203
Selling, general and administrative expenses ..        2,825         2,723         8,644         8,282
Depreciation and amortization .................        1,035         1,041         3,155         3,122
                                                    --------      --------      --------      --------

Operating income ..............................        3,404         2,931         4,609         3,985

Interest expense-net ..........................        1,258         1,435         3,873         4,390
                                                    --------      --------      --------      --------

Income (loss) before income taxes .............        2,146         1,496           736          (405)

Income tax provision (benefit) ................          880           613           302          (166)
                                                    --------      --------      --------      --------
Net income (loss) .............................     $  1,266      $    883      $    434      $   (239)
                                                    ========      ========      ========      ========



Income (loss) per share - basic and diluted ...     $ 126.60      $  88.30      $  43.40      $ (23.90)

Weighted average shares outstanding ...........       10,000        10,000        10,000        10,000

</TABLE>








            See Notes to Condensed Consolidated Financial Statements

                                       -3-


<PAGE>




                          J.B. Williams Holdings, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                    Unaudited
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                     At Sept 30, 2000     At January 1, 2000
                                                     ----------------     ------------------
ASSETS

Current Assets:

       <S>                                               <C>                   <C>
       Cash and cash equivalents .................       $  3,745              $ 11,113
       Accounts receivable, net ..................         12,430                14,144
       Inventories ...............................         12,114                 6,404
       Other current assets ......................            498                   831
                                                         --------              --------
           Total Current Assets ..................         28,787                32,492

Property and Equipment, Net ......................          2,078                 2,005

Intangible Assets, Net ...........................         37,522                39,744
Other Assets .....................................          4,677                 4,956
                                                         --------              --------

TOTAL ASSETS .....................................       $ 73,064              $ 79,197
                                                         ========              ========


LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:

       Accounts payable ..........................       $  3,327              $  3,195
       Accrued expenses ..........................          6,304                 7,290
                                                         --------              --------

           Total Current Liabilities .............          9,631                10,485
                                                         --------              --------

Due To Sellers Of Acquired Businesses ............            239                   463
                                                         --------              --------

Long Term Debt ...................................         44,856                50,345
                                                         --------              --------


Shareholders' Equity:
       Common stock and paid-in capital ..........         10,804                10,804
       Notes receivable from sales of common stock         (1,204)               (1,204)
       Retained earnings .........................          8,738                 8,304
                                                         --------              --------
Total Shareholders' Equity .......................         18,338                17,904
                                                         --------              --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......       $ 73,064              $ 79,197
                                                         ========              ========
</TABLE>





            See Notes to Condensed Consolidated Financial Statements

                                       -4-


<PAGE>

                          J.B. Williams Holdings, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    Unaudited
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                       Thirty Nine    Thirty Nine
                                                                          Weeks          Weeks
                                                                          Ended          Ended
                                                                         Sept 30,        Oct 2,
                                                                           2000           1999
                                                                           ----           ----

OPERATING ACTIVITIES:

    <S>                                                                 <C>            <C>
    Net income (loss) ...........................................       $    434       $   (239)
    Adjustments to reconcile net income (loss) to net cash used
    in operating activities:
       Amortization of intangibles and debt issuance costs ......          2,654          2,685
       Depreciation and amortization of property and equipment ..            502            437
       Changes in operating assets and liabilities:
           Accounts receivable ..................................          1,714          2,228
           Inventories ..........................................         (5,710)         1,196
           Other current assets .................................            333            150
           Accounts payable .....................................            132         (1,156)
           Accrued expenses and other liabilities ...............           (986)        (3,582)
           Other assets .........................................             90         (2,458)
                                                                        --------       --------
Net Cash Used In Operating Activities ...........................           (837)          (739)
                                                                        --------       --------



INVESTING ACTIVITIES:

    Purchases of property and equipment .........................           (575)          (984)
    Acquisition of trademark and contingent payments ............           (467)          --
                                                                        --------       --------
       Net Cash Used in Investing Activities ....................         (1,042)          (984)
                                                                        --------       --------


FINANCING ACTIVITIES:

    Repayment of Senior Notes ...................................         (5,489)          --
                                                                        --------       --------
       Net Cash Used in Financing Activities ....................         (5,489)          --
                                                                        --------       --------


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................         (7,368)        (1,723)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................         11,113          6,263
                                                                        --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................       $  3,745       $  4,540
                                                                        ========       ========

SUPPLEMENTAL CASH FLOW INFORMATION:

    Income taxes paid ...........................................       $     55       $    251
    Interest paid ...............................................       $  5,847       $  6,041
</TABLE>




            See Notes to Condensed Consolidated Financial Statements

                                       -5-


<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
       majority owner of the capital stock of the Company.

       The accompanying unaudited condensed consolidated financial statements as
       of  September  30,  2000 and for the  thirteen  week and thirty nine week
       periods  ended  September  30, 2000 and the thirteen week and thirty nine
       week periods ended October 2, 1999 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 thirteen week and
       thirty nine week periods  ended  September  30, 2000 and for the thirteen
       week and thirty  nine week  periods  ended  October  2,  1999,  have been
       reflected.  All such  adjustments are of a normal recurring  nature.  The
       September 30, 2000 condensed  consolidated financial statements should be
       read in conjunction with the consolidated  financial statements and notes
       thereto  for the year ended  January 1, 2000  included  in the  Company's
       Annual Report on Form 10-K.

       The results of operations for the period ended September 30, 2000 are not
       necessarily indicative of the operating results for the full year.

2.     LONG TERM DEBT

       Long term debt consists of $44.9 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.

                                       -6-


<PAGE>




4.     RECLASSIFICATIONS

       Certain reclassifications have been made to the 1999 financial statements
       to conform to the current year's presentation.



























                                       -7-


<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.  The personal care products  business  includes the Aqua
Velva, Brylcreem,  Williams Lectric Shave, Williams Mug Soap, Total Hair Fitness
and the San Francisco Soap Company brands.  The health care products business is
comprised of the Cepacol and Viractin  brands,  a broad line of oral health care
products that includes  mouthwash,  sore throat lozenges and sprays,  children's
sore throat formulas and cold sore medications.

RESULTS OF OPERATIONS FOR THE THIRTEEN WEEK PERIOD ENDED SEPTEMBER 30, 2000

The following  table sets forth certain  operating  data for the thirteen  weeks
ended September 30, 2000 and October 2, 1999.

<TABLE>
<CAPTION>

                                               Periods Ended September 30, 2000 and October 2, 1999
                                      -----------------------------------------------------------------------
                                                                    (In Thousands)
                                      Personal Care Products     Health Care Products        Total Company
                                      ----------------------     --------------------        -------------
                                          2000       1999          2000       1999         2000         1999
                                          ----       ----          ----       ----         ----         ----
<S>                                     <C>        <C>           <C>         <C>         <C>          <C>
Net Sales                               $12,047    $14,047       $ 5,975     $6,012      $18,022      $20,059
Cost of Goods Sold                        4,715      5,512         2,219      2,311        6,934        7,823
                                        -------    -------        ------     ------      -------      -------
Gross Margin                              7,332      8,535         3,756      3,701       11,088       12,236
Distribution and Cash Discounts             670        959           419        508        1,089        1,467
Advertising and Promotion                 1,582      2,694         1,153      1,380        2,735        4,074
                                        -------    -------       -------     ------      -------      -------
Brand Contribution                      $ 5,080    $ 4,882       $ 2,184     $1,813        7,264        6,695
                                        =======    =======       =======     ======
Selling, General and Admin. Exp.                                                           2,825        2,723
Depreciation and Amortization                                                              1,035        1,041
                                                                                         -------      -------
Operating Income                                                                           3,404        2,931
Interest Expense, Net                                                                      1,258        1,435
                                                                                         -------      -------
Income Before Income Taxes                                                                 2,146        1,496
Income Tax Provision                                                                         880          613
                                                                                         -------      -------
Net Income                                                                                $1,266      $   883
                                                                                         =======      =======
</TABLE>


For the thirteen week period ended September 30, 2000, net sales decreased 10.2%
to $18,022,000  from  $20,059,000  for the same period in 1999. This decrease is
primarily  related  to  lower  sales  on the San  Francisco  Soap  product  line
resulting from the absence of any large  distribution  gains, as realized during
this same  period in 1999 when the entire  line was being  re-launched.  It also
reflects  lower sales on the  Brylcreem  and Lectric Shave brands as a result of
distribution losses on non-core items.

For the  thirteen  week period  ended  September  30,  2000,  cost of goods sold
decreased  11.4% to $6,934,000 from $7,823,000 for the same period in 1999. This
decrease is primarily related to the lower sales volumes.

                                       -8-


<PAGE>




For the thirteen week period ended September 30, 2000, distribution expenses and
cash discounts decreased 25.8% to $1,089,000 from $1,467,000 for the same period
in 1999.  This decrease is due to a  combination  of lower sales volumes and the
absence of certain additional  expenses incurred during 1999 that were primarily
related to order  fulfillment  and  shipping  issues on the San  Francisco  Soap
business.

For the thirteen week period ended September 30, 2000, advertising and promotion
expenses  decreased  32.9% to $2,735,000  from $4,074,000 for the same period in
1999.  This  decrease  reflects  the  absence  of  any  significant  advertising
expenditures  during this period on both the Aqua Velva and Cepacol  businesses.
Since  media  rates were  driven up  significantly  by the demand for media time
associated  with the 2000 Summer Olympics and the 2000 national  elections,  the
Company chose not to advertise in this period.

For the thirteen week period ended  September 30, 2000,  selling,  general,  and
administrative  expenses  increased 3.7% to $2,825,000  from  $2,723,000 for the
same period in 1999. Most of this increase is related to generally higher levels
of salaries and management  consulting expenses partially offset by lower broker
commission payments associated with the decline in net sales.

For the  thirteen  week  period  ended  September  30,  2000,  depreciation  and
amortization of $1,035,000 is slightly lower versus the $1,041,000  expensed for
the same period in 1999.

For the thirteen week period ended September 30, 2000, interest expense,  net of
interest  income,  decreased  12.3% to $1,258,000  from  $1,435,000 for the same
period in 1999.  A repurchase  by the Company,  in May 2000,  of  $5,489,000  in
outstanding  principal  amount of its Senior  Notes,  resulted in an overall net
decrease in interest expense.

For the thirteen  week period ended  September  30, 2000,  the Company  recorded
income tax expense of $880,000  versus $613,000 for the same period in 1999. The
effective tax rate was 41% for both interim periods.

Results of Operations for the Thirty Nine Week Period Ended September 30, 2000

The following table sets forth certain  operating data for the thirty nine weeks
ended September 30, 2000 and October 2, 1999.

<TABLE>
<CAPTION>

                                                Periods Ended September 30, 2000 and October 2, 1999
                                      -------------------------------------------------------------------------
                                                                      (In Thousands)
                                      Personal Care Products       Health Care Products        Total Company
                                      ----------------------       --------------------        -------------
                                         2000         1999            2000       1999        2000         1999
                                         ----         ----            ----       ----        ----         ----
<S>                                     <C>         <C>             <C>         <C>         <C>         <C>
Net Sales                               $30,415     $33,931         $14,705     $15,825     $45,120     $49,756
Cost of Goods Sold                       10,908      12,969           5,569       6,119      16,477      19,088
                                        -------     -------         -------     -------     -------     -------
Gross Margin                             19,507      20,962           9,136       9,706      28,643      30,668
Distribution and Cash Discounts           1,793       2,581           1,132       1,495       2,925       4,076
Advertising and Promotion                 5,656       7,751           3,654       3,452       9,310      11,203
                                        -------     -------         -------     -------     -------     -------
Brand Contribution                      $12,058     $10,630         $ 4,350     $ 4,759      16,408      15,389
                                        =======     =======         =======     =======
Selling, General and Admin. Exp.                                                              8,644       8,282
Depreciation and Amortization                                                                 3,155       3,122
                                                                                            -------     -------
Operating Income                                                                              4,609       3,985
Interest Expense, Net                                                                         3,873       4,390
                                                                                            -------     -------
Income (Loss) Before Income Taxes                                                               736        (405)
Income Tax Provision (Benefit)                                                                  302        (166)
                                                                                            -------     -------
Net Income (Loss)                                                                           $   434       $(239)
                                                                                            =======     =======
</TABLE>

                                       -9-


<PAGE>




For the  thirty-nine  week period ended  September 30, 2000, net sales decreased
9.3% to $45,120,000  from $49,756,000 for the same period in 1999. This decrease
is primarily due to lower sales of the Cepacol cough/cold  products caused by an
abrupt end to the cough/cold  season as compared to 1999, lower sales on the San
Francisco Soap product line resulting from the absence of any large distribution
gains,  as  realized  during  this same  period in 1999 when the entire line was
being re-launched and the Company's decision to not offer a gift set program for
the 2000 Mothers Day season.

For the  thirty-nine  week period ended  September 30, 2000,  cost of goods sold
decreased  13.7% to $16,477,000  from  $19,088,000  for the same period in 1999.
This decrease is directly linked to the Company's  lower sales volumes  combined
with  generally  lower  manufacturing  costs on the San Francisco Soap products.
During 1999, the San Francisco Soap business  incurred certain one-time expenses
associated with the shutdown of the gift set and special pack assembly operation
that the Company  operated  during 1998 and with the March 1999 re-launch of the
entire San Francisco Soap product line.

For the thirty-nine week period ended September 30, 2000,  distribution expenses
and cash discounts  decreased  28.2% to $2,925,000  from $4,076,000 for the same
period in 1999.  This  decrease is due to lower sales volumes and the absence of
certain additional  expenses incurred during 1999 that were primarily related to
order fulfillment and shipping issues on the San Francisco Soap business.

For the  thirty-nine  week period  ended  September  30, 2000,  advertising  and
promotion  expenses  decreased 16.9% to $9,310,000 from $11,203,000 for the same
period in 1999. This overall  reduction in marketing  support  reflects  program
savings  associated  with  the  San  Francisco  Soap  business,  which  incurred
significant  expenses  during  this period of time in 1999  associated  with the
re-launch of the brand and with the 1999 Mothers Day gift set program.

For the thirty-nine week period ended September 30, 2000, selling,  general, and
administrative  expenses increased by 4.4% to $8,644,000 from $8,282,000 for the
same period in 1999. This increase  reflects somewhat higher staffing levels and
consulting expenses during this period of 2000 versus the same period in 1999.

For the  thirty-nine  week period ended  September  30, 2000,  depreciation  and
amortization  of  $3,155,000  increased  slightly from  $3,122,000  for the same
period in 1999.

For the thirty-nine week period ended September 30, 2000, interest expense,  net
of interest  income,  decreased 11.8% to $3,873,000 from $4,390,000 for the same
period in 1999. Generally higher levels of cash yielded a corresponding increase
in interest income and combined with lower interest expense,  as a result of the
repurchase by the Company of $5,489,000 in outstanding  principal  amount of its
Senior Notes, resulted in an overall net decrease in interest expense.

For the  thirty-nine  week  period  ended  September  30,  2000,  an income  tax
provision  of  $302,000  was  recorded  compared  with an income tax  benefit of
$166,000 recorded during the same period in 1999. The effective tax rate was 41%
for both interim periods.

                                      -10-


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

The  following  chart  summarizes  the net  funds  provided  by  and/or  used in
operating,  financing and investing  activities for the periods ended  September
30, 2000 and October 2, 1999 (in thousands).

                                                         Period Ended
                                                 Sept 30,2000       Oct 2,1999

Net cash used in operating activities              $  (837)          $  (739)
Net cash used in investing activities               (1,042)             (984)
Net cash used in financing activities               (5,489)               -
                                                   --------          --------
Decrease in cash and cash equivalents              $(7,368)          $(1,723)

The  principal  adjustments  to reconcile  net income of $434,000 for the period
ended  September  30, 2000 to net cash used in operating  activities of $837,000
are  depreciation  and  amortization of $3,156,000,  offset by a net increase in
working  capital  requirements of $4,427,000.  The working  capital  increase is
primarily  linked to higher  levels of  inventory  and lower  levels of accruals
partially offset by lower accounts receivable balances.

Capital  expenditures,  which were $575,000 for the nine months ended  September
30, 2000, are generally not  significant in the Company's  business.  Except for
funds  previously  identified for certain  packaging  improvements  and computer
system upgrades,  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 as of January 1, 2000. Pursuant to the terms of the Senior Notes, on
April 12, 2000, the Company made an offer to purchase from the holders  thereof,
on a pro rata basis, an aggregate  principal amount of Senior Notes equal to the
Company's  Free Cash Flow (as defined in the Senior Notes) at the purchase price
equal to 100% of the principal amount of the Senior Notes plus accrued interest.
Pursuant to this offer, on May 16, 2000, the Company purchased Senior Notes from
certain holders thereof for an aggregate of $5,489,000.

As a result of this  repurchase,  the  Company's  cash  position  and total debt
outstanding have both been reduced accordingly.  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. Since
there  can be no  guarantee  that  the  Company  will  generate  internal  funds
sufficient  to finance  its  operations  and debt  requirements,  the Company is
planning to extend its secured  line of credit with the Bank of New York through
August 31,  2001 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.

                                      -11-


<PAGE>


NEW ACCOUNTING PRONOUNCEMENTS

In 1998, the Financial  Accounting  Standards Board (FASB) issued  Statement No.
133,  "Accounting for Derivative  Instruments and Hedging Activities" (FAS 133),
which establishes  accounting and reporting standards for derivative instruments
and hedging activities.  FAS 133 requires an entity to recognize all derivatives
as either  assets or  liabilities  in the  statement of  financial  position and
measure those instruments at fair value. In June 2000, the FASB issued Statement
No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activities"  (FAS 138), an amendment of FAS 133. J.B.  Williams  Holdings,  Inc.
historically  has  made  limited,  if any,  use of  derivative  instruments  and
financial  hedges to reduce its exposure to exchange rate risk on foreign source
income and  purchases.  FAS 133 as amended under FAS 138 is effective for fiscal
years  beginning  after  December  15,  2000.  The Company  does not expect this
statement to have a significant impact on the results of operations or financial
position and related disclosure requirements.

In December 1999, the  Securities and Exchange  Commission  staff released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB
101) which provides guidance on the recognition,  presentation and disclosure of
revenue  in  financial  statements.  SAB 101B  issued in June 2000  delayed  the
effective date of SAB 101 to the fourth quarter of 2000. J.B. Williams Holdings,
Inc. is required to adopt SAB 101 in the fourth quarter of 2000  (retroactive to
January 1, 2000).  Management  does not expect SAB 101 to have a material effect
on J.B. Williams  Holdings,  Inc.'s financial  position or results of operations
and related disclosure requirements.











                                      -12-

<PAGE>




                           Part II - Other Information

     Item 6 - Exhibits and Reports on Form 8-K

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













                                      -13-


<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:    November 13, 2000                     /s/ Kevin C. Hartnett
         -----------------                     --------------------------------
                                               Name:   Kevin C. Hartnett
                                               Title:  Vice President and
                                                       Chief Financial Officer

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