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 April 1, 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 May 1, 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         1
                    for the Thirteen  Weeks  Ended April 1, 2000 and
                    April 3, 1999

                    Condensed  Consolidated Balance Sheets at April 1,         2
                    2000 and January 1, 2000

                    Condensed  Consolidated  Statements  of Cash Flows         3
                    for the Thirteen  Weeks  Ended April 1, 2000 and
                    April 3, 1999

                    Notes to Condensed Consolidated Financial Statements       4


          Item 2:   Management's Discussion and Analysis of Financial          5
                    Condition and Results of Operations



Part II - OTHER INFORMATION
          -----------------

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

          Signature                                                            9




<PAGE>


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

                               Unaudited
                            (In Thousands)

                                                      Thirteen Weeks Ended
                                                     ----------------------
                                                     April 1,      April 3,
                                                       2000          1999
                                                     --------      --------

NET SALES ......................................     $ 12,597      $ 14,209

Cost of sales ..................................        4,597         5,651
                                                     --------      --------

GROSS MARGIN ...................................        8,000         8,558

Distribution and cash discounts ................          880         1,243
Advertising and promotion ......................        3,980         3,904
Selling, general and administrative expenses....        2,919         2,790
Depreciation and amortization ..................        1,053         1,049
                                                     --------      --------

OPERATING LOSS .................................         (832)         (428)

Interest expense-net ...........................        1,325         1,503
                                                     --------      --------

LOSS BEFORE INCOME TAX BENEFIT .................       (2,157)       (1,931)

Income tax benefit .............................         (884)         (791)
                                                     --------      --------


NET LOSS .......................................     $ (1,273)     $ (1,140)
                                                     ========      ========




Loss per share - basic and diluted .............     $ 127.30      $ 114.00

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




       See Notes to Condensed Consolidated Financial Statements


                                 -1-


<PAGE>


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

                               Unaudited
                            (In Thousands)

                                                       At April     At January
                                                       1, 2000       1, 2000
                                                       --------      --------
ASSETS
------
Current Assets:
       Cash and cash equivalents .................     $ 11,881      $ 11,113
       Accounts receivable, net ..................        8,914        14,144
       Inventories ...............................        8,204         6,404
       Other current assets ......................          457           831
                                                       --------      --------
           Total Current Assets ..................       29,456        32,492

Property and Equipment, Net ......................        2,051         2,005

Intangible Assets, Net ...........................       38,996        39,744
Other Assets .....................................        4,892         4,956
                                                       --------      --------

TOTAL ASSETS .....................................     $ 75,395      $ 79,197
                                                       ========      ========


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current Liabilities:
       Accounts payable ..........................     $  3,561      $  3,195
       Accrued expenses ..........................        4,395         7,290
                                                       --------      --------
           Total Current Liabilities .............        7,956        10,485
                                                       --------      --------

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

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


Shareholder's Equity:
       Common stock and paid-in capital ..........       10,804        10,804
       Notes receivable from sales of common stock       (1,204)       (1,204)
       Retained earnings .........................        7,031         8,304
                                                       --------      --------
           Total Shareholder's Equity ............       16,631        17,904
                                                       --------      --------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .......     $ 75,395      $ 79,197
                                                       ========      ========



       See Notes to Condensed Consolidated Financial Statements


                                  -2-


<PAGE>



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

                               Unaudited
                            (In Thousands)

<CAPTION>
                                                                     Thirteen Weeks Ended
                                                                    April 1,      April 3,
                                                                      2000          1999
                                                                    --------      --------

<S>                                                                 <C>           <C>
OPERATING ACTIVITIES:
 Net loss .....................................................     $ (1,273)     $ (1,140)
 Adjustments to reconcile net loss to net cash used in
 operating activities:
        Amortization of intangibles and debt issuance costs ...          893           906
        Depreciation and amortization of property and equipment          160           143
        Changes in operating assets and liabilities:
           Accounts receivable ................................        5,230         3,892
           Inventories ........................................       (1,800)          398
           Other current assets ...............................          374            41
           Accounts payable ...................................          366          (454)
           Accrued expenses ...................................       (2,895)       (3,109)
           Other assets .......................................          (81)       (1,267)
                                                                    --------      --------
 Net Cash Provided By (Used In) Operating Activities ..........          974          (590)
                                                                    --------      --------



INVESTING ACTIVITIES - Purchases of property and equipment ....         (206)         (474)
                                                                    --------      --------




INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..............          768        (1,064)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................       11,113         6,263
                                                                    --------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ......................     $ 11,881      $  5,199
                                                                    ========      ========



SUPPLEMENTAL CASH FLOW INFORMATION:
 Income taxes paid ............................................     $      2      $    242
 Interest paid ................................................     $  3,021      $  3,021
</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 majority owner of all
     of the issued and outstanding capital stock of the Company.

     The accompanying  unaudited condensed  consolidated financial statements as
     of April 1, 2000 and for the  thirteen  weeks ended April 1, 2000 and April
     3, 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 weeks ended April 1, 2000 and April
     3,  1999,  have  been  reflected.  All  such  adjustments  are of a  normal
     recurring  nature.  The  April 1,  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  April 1, 2000 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.

5.   RECLASSIFICATIONS

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


                                       -4-
<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 Weeks Ended April 1, 2000
----------------------------------------------------------------

The following  table sets forth certain  operating  data for the thirteen  weeks
ended April 1, 2000 and April 3, 1999.


<TABLE>
<CAPTION>
                                                 Periods Ended April 1, 2000 and April 3, 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 ......................     $ 8,315      $ 8,739      $ 4,282     $ 5,470     $12,597     $14,209
Cost of Goods Sold .............       2,964        3,651        1,633       2,000       4,597       5,651
                                     -------      -------      -------     -------     -------     -------
Gross Margin ...................       5,351        5,088        2,649       3,470       8,000       8,558
Distribution and Cash Discounts          519          745          361         498         880       1,243
Advertising and Promotion ......       2,169        2,740        1,811       1,164       3,980       3,904
                                     -------      -------      -------     -------     -------     -------
Brand Contribution .............     $ 2,663      $ 1,603      $   477     $ 1,808       3,140       3,411
                                     =======      =======      =======     =======
Selling, General and Admin. Exp                                                          2,919       2,790
Depreciation and Amortization ..                                                         1,053       1,049
                                                                                       -------     -------
Operating Loss .................                                                          (832)       (428)
Interest Expense, Net ..........                                                         1,325       1,503
                                                                                       -------     -------
Loss Before Income Tax Benefit .                                                        (2,157)     (1,931)
Income Tax Benefit .............                                                          (884)       (791)
                                                                                       -------     -------
Net Loss .......................                                                       $(1,273)    $(1,140)
                                                                                       =======     =======
</TABLE>


For the period ended April 1, 2000,  net sales  decreased  11.3% to  $12,597,000
from  $14,209,000 for the comparable  period in 1999. This decrease is primarily
due to lower sales on the health care  products  business,  particularly  on the
Cepacol cough/cold  products.  Of the $1,612,000 decrease in total company sales
versus  1999,  approximately  $1,100,000  reflects  the impact of lower sales of
cough/cold  products  resulting from an early end to the 1999 - 2000  cough/cold
season.  The remaining sales shortfall of approximately  $500,000 reflects lower
sales of San Francisco Soap gift sets  resulting from the Company's  decision to
not offer a gift set program for the 2000 Mothers Day season.


                                       -5-
<PAGE>


For the period  ended  April 1,  2000,  cost of goods  sold  decreased  18.7% to
$4,597,000 from  $5,651,000 for the comparable  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/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 period ended April 1, 2000,  distribution  expenses  and cash  discounts
decreased 29.2% to $880,000 from  $1,243,000 for the comparable  period in 1999.
This  decrease  is  primarily  due to lower  sales  volumes,  reduced  levels of
shipping penalties and other warehouse charges.

For the period  ended  April 1, 2000,  advertising  and  promotion  expenses  of
$3,980,000  increased  1.9% versus the  $3,904,000  spent during the  comparable
period in 1999.  All of this  increase  is related to the Health  Care  Products
business  as there was a  national  marketing  program  supporting  the  Cepacol
business that occurred in January 2000. Marketing spending for the Personal Care
Products  business  actually  decreased  during  this  period in 2000 as support
levels behind the Total Hair Fitness line of shampoos and  conditioners  for men
were significantly reduced.

For the period ended April 3, 1999, selling, general and administrative expenses
increased by 4.6% to $2,919,000  from  $2,790,000 for the  comparable  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 period ended April 1, 2000,  depreciation and amortization of $1,053,000
remained  essentially  unchanged from  $1,049,000  for the comparable  period in
1999.

For the period ended April 1, 2000,  interest  expense,  net of interest income,
decreased 11.8% to $1,325,000 from $1,503,000 for the comparable period in 1999.
Higher  levels of cash have  resulted  in a  corresponding  increase in interest
income, thereby resulting in an overall net decrease in interest expense.

For the period ended April 1, 2000,  the Company  recorded an income tax benefit
of $884,000  versus an income tax benefit of $791,000 for the comparable  period
in 1999. The effective tax rate was 41% for both interim periods.

As a result of the foregoing,  the Company  realized a net loss of  $(1,273,000)
for the period ended April 1, 2000. This compares unfavorably with a net loss of
$(1,140,000)  for the  comparable  period in 1999.  Most of this variance can be
attributed to the profit effect of the lower sales volumes.


                                       -6-
<PAGE>




Liquidity and Capital Resources
-------------------------------

The following chart  summarizes the net funds provided and/or used in operating,
financing and investing  activities  for the thirteen  weeks ended April 1, 2000
and April 3, 1999 (in thousands).

                                                               Period Ended
                                                               ------------
                                                           April 1,     April 3,
                                                           --------     --------
                                                             2000         1999
                                                             ----         ----

Net cash provided by (used in) operating activities ..     $   974      $  (590)
Net cash used in investing activities ................        (206)        (474)
Increase (decrease) in cash and cash equivalents .....     $   768      $(1,064)


The principal  adjustments to reconcile net loss of $(1,273,000)  for the period
ended April 1, 2000 to net cash provided by operating activities of $974,000 are
depreciation  and  amortization  of $1,053,000,  combined with a net decrease in
working  capital  requirements of $1,194,000.  The working  capital  decrease is
primarily linked to generally lower levels of accounts receivable.

Capital  expenditures,  which were  $206,000 for the period ended April 1, 2000,
are  generally  not  significant  in the  Company's  business.  The  Company has
approximately  $.6 million  budgeted in 2000 for continued  enhancements  to its
computer network and for the development of certain new plastic bottle molds.

As a result of the Senior  Notes,  the Company  had $50.3  million of total debt
outstanding  as of January 1, 2000 and April 1, 2000.  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
has  arranged  for a secured  line of credit  with the Bank of New York  through
August 31,  2000 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.


                                      -7-
<PAGE>


                           Part II - Other Information


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.






                                       -8-


<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 11, 2000                          /s/ Kevin C. Hartnett
         -------------                         ---------------------------------
                                               Name:  Kevin C. Hartnett
                                               Title: Vice President and Chief
                                                      Financial Officer







                                       -9-