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 July 3, 1999

                                       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 July 31, 1999: 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         3
              Thirteen Weeks and Twenty Six Weeks Ended July 3, 1999
              and the Three Months and Six Months Ended June 30, 1998

              Condensed Consolidated Balance Sheets at July 3, 1999           4
              and December 31, 1998

              Condensed Consolidated Statements of Cash Flows for the         5
              Thirteen Weeks and Twenty Six Weeks Ended July 3, 1999
              and the Three Months and Six Months Ended June 30, 1998

              Notes to Condensed Consolidated Financial Statements            6


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



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

     Item 2:  Changes in Securities                                          13

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

     Signature                                                               14







                                       -2-
<PAGE>





<TABLE>
<CAPTION>

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

                                                      Unaudited
                                                   (In Thousands)


                                                      Thirteen        Three                  Twenty-Six       Six
                                                        Weeks         Months                    Weeks        Months
                                                        Ended         Ended                    Ended          Ended
                                                       July 3,       June 30,                  July 3,      June 30,
                                                        1999           1998                     1999          1998
                                                        ----           ----                     ----          ----

<S>                                                  <C>             <C>                      <C>           <C>
NET SALES                                            $15,488         $14,942                  $29,697       $30,719

Cost of sales                                          5,614           5,090                   11,265        10,817
                                                      ------         -------                  -------       -------

GROSS MARGIN                                           9,874           9,852                   18,432        19,902

Distribution and cash discounts                        1,365           1,470                    2,608         2,825
Advertising and promotion                              3,225           4,825                    7,129         8,730
Selling, general and administrative expenses           2,769           2,578                    5,559         5,437
Depreciation and amortization                          1,033           1,032                    2,082         2,059
                                                       -----           -----                   ------        ------

OPERATING INCOME (LOSS)                                1,482            (53)                    1,054           851

Interest expense-net                                   1,452           1,462                    2,955         2,900
                                                       -----           -----                    -----        ------

INCOME (LOSS) BEFORE INCOME TAXES                         30          (1,515)                  (1.901)       (2,049)

Income tax provision (benefit)                            12            (591)                    (779)         (799)
                                                    --------          -------                 --------      --------
NET INCOME (LOSS)                                  $      18          $ (924)                 $(1,122)      $(1,250)
                                                   =========          =======                 ========      ========



Income (loss) per share - basic and diluted            $1.80         $(95.62)                $(112.20)     $(129.36)

Weighted average shares outstanding                   10,000           9,663                   10,000         9,663

</TABLE>





            See Notes to Condensed Consolidated Financial Statements




                                       -3-
<PAGE>





<TABLE>
<CAPTION>

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

                                                          Unaudited
                                                       (In Thousands)


                                                                     At July 3, 1999           At December 31, 1998
                                                                     ----------------          ---------------------

<S>                                                                           <C>                         <C>
ASSETS
CURRENT ASSETS:
       Cash and cash equivalents                                          $6,912                      $6,263
       Accounts receivable, net                                            8,590                      15,187
       Inventories                                                        12,015                      10,809
       Other current assets                                                  570                         662
                                                                         -------                    --------
           Total Current Assets                                           28,087                      32,921

PROPERTY AND EQUIPMENT, NET                                                1,823                       1,350

INTANGIBLE ASSETS, NET                                                    41,101                      42,638
OTHER ASSETS                                                               5,345                       3,252
                                                                          ------                      ------

TOTAL ASSETS                                                             $76,355                     $80,161
                                                                         =======                     =======


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
       Accounts payable                                                   $3,295                      $3,510
       Accrued expenses                                                    5,494                       7,963
       ----------------                                                    -----                       -----
           Total Current Liabilities                                       8,789                      11,473
                                                                           -----                      ------

DUE TO SELLERS OF ACQUIRED BUSINESSES                                        674                         674
                                                                             ---                         ---

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


SHAREHOLDER'S EQUITY:
       Common stock and paid-in capital                                   10,800                      10,800
       Notes receivable from sales of common stock                        (1,200)                     (1,200)
       Retained earnings                                                   6,947                       8,069
                                                                           -----                       -----
Total Shareholder's Equity                                                16,547                      17,669
                                                                          ------                      ------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                               $76,355                     $80,161
                                                                         =======                     =======
</TABLE>







            See Notes to Condensed Consolidated Financial Statements


                                       -4-


<PAGE>



<TABLE>
<CAPTION>

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

                                                           Unaudited
                                                        (In Thousands)


                                                                           Twenty Six Weeks          Six Months
                                                                                Ended                   Ended
                                                                                July 3,                June 30,
                                                                                 1999                    1998
                                                                                 ----                    ----

<S>                                                                            <C>                     <C>
OPERATING ACTIVITIES:
    Net income (loss)                                                          $(1,122)                $(1,250)
    Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
       Amortization of intangibles and debt issuance costs                       1,795                   1,822
       Depreciation and amortization of property and equipment                     287                     237
       Changes in operating assets and liabilities:
Accounts receivable                                                              6,237                   5,934
           Inventories                                                          (1,206)                 (5,352)
           Other current assets                                                     92                     127
Accounts payable                                                                  (215)                 (1,247)
           Accrued expenses and other liabilities                               (2,469)                 (2,757)
             Other assets                                                       (1,990)                   (102)
                                                                                -------                 --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              1,409                  (2,588)
                                                                                -------                 --------





INVESTING ACTIVITIES:
    Purchases of property and equipment                                           (760)                   (374)
                                                                                --------                --------
       NET CASH USED IN INVESTING ACTIVITIES                                      (760)                   (374)
                                                                                --------                --------





INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   649                  (2,962)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   6,263                   7,375
                                                                                --------                --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $6,912                  $4,413
                                                                                ========                ========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Income taxes paid                                                           $  242                  $  424
    Interest paid                                                               $3,021                  $3,021

</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 all of the issued and outstanding  capital stock of the
       Company.

       Commencing  January 1, 1999, the Company changed its annual fiscal period
       to a fifty two week period  consisting  of four  thirteen  weeks  interim
       periods with the fiscal year ending  January 1, 2000.  The change did not
       materially  impact  reported  results of operations for the first interim
       period of fiscal 1999.

       The accompanying unaudited condensed consolidated financial statements as
       of July 3, 1999 and for the  thirteen  and twenty six weeks ended July 3,
       1999 and the three month and six month  periods  ended June 30, 1998 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 twenty six week periods ended July
       3, 1999 and for the three month and six month periods ended June 30, 1998
       have  been  reflected.  All such  adjustments  are of a normal  recurring
       nature.  The July 3, 1999  condensed  consolidated  financial  statements
       should be read in conjunction with the consolidated  financial statements
       and notes  thereto for the year ended  December 31, 1998  included in the
       Company's Annual Report on Form 10-K.

       The  results  of  operations  for the  period  ended July 3, 1999 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


                                       -6-


<PAGE>




       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.     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.

5.     RECLASSIFICATIONS

       Certain reclassifications have been made to the 1998 financial statements
       to conform with 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  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
elixirs and cold sore medications.



CHANGE IN ANNUAL FISCAL YEAR

Commencing  January 1, 1999,  the Company  changed its annual fiscal period to a
fifty two week period consisting of four thirteen weeks interim periods with the
fiscal  year  ending  January 1, 2000.  The  change  did not  materially  impact
reported results of operations for the first interim period of fiscal 1999.


RESULTS OF OPERATIONS FOR THE THIRTEEN WEEK PERIOD ENDED JULY 3, 1999

The following  table sets forth certain  operating  data for the thirteen  weeks
ended July 3, 1999 and the three months ended June 30, 1998.

<TABLE>
<CAPTION>

                                                   Periods Ended July 3, 1999 and June 30, 1998
                                                   --------------------------------------------
                                                                   (In Thousands)
                                      Personal Care Products    Health Care Products        Total Company
                                      ----------------------    --------------------        -------------
                                         1999        1998          1999       1998        1999        1998
                                         ----        ----          ----       ----        ----        ----
<S>                                    <C>         <C>            <C>        <C>         <C>         <C>
NET SALES                              $11,145     $10,561        $4,343     $4,381      $15,488     $14,942
Cost of Goods Sold                       3,806       3,505         1,808      1,585        5,614       5,090
                                         -----       -----         -----     ------      -------     -------
GROSS MARGIN                             7,339       7,056         2,535      2,796        9,874       9,852
Distribution and Cash Discounts            877         986           488        484        1,365       1,470
Advertising and Promotion                2,316       3,829           909        996        3,225       4,825
                                        ------       -----        ------     ------      -------     -------
BRAND CONTRIBUTION                      $4,146      $2,241        $1,138     $1,316        5,284       3,557
                                        ======      ======        ======     ======
Selling, General and Admin. Exp.                                                           2,769       2,578
Depreciation and Amortization                                                              1,033       1,032
                                                                                           -----      ------
OPERATING INCOME (LOSS)                                                                    1,482         (53)
Interest Expense, Net                                                                      1,452       1,462
                                                                                           -----      ------
INCOME (LOSS) BEFORE INCOME TAXES                                                             30      (1,515)
Income Tax Provision (Benefit)                                                                12        (591)
                                                                                         -------      -------
NET INCOME (LOSS)                                                                        $    18      $ (924)
                                                                                         =======      =======
</TABLE>



                                       -8-


<PAGE>





For the  thirteen  week period ended July 3,1999,  net sales  increased  3.7% to
$15,488,000  from  $14,942,000  for the same  period in 1998.  This  increase is
primarily  related  to  strong  sales on the San  Francisco  Soap  product  line
resulting from new distribution at several large new customers.


For the thirteen  week period ended July  3,1999,  cost of goods sold  increased
10.3% to $5,614,000  from  $5,090,000 for the same period in 1998. This increase
is  primarily  related to the higher sales  volumes and to higher  manufacturing
costs,  particularly costs related to the sales of several discontinued products
at close out pricing.


For the thirteen week period ended July 3,1999,  distribution  expenses and cash
discounts  decreased 7.1% to $1,365,000  from  $1,470,000 for the same period in
1998. This decrease reflects savings versus 1998 during which period of time the
Company  had  relocated  the  distribution  operation  associated  with  the San
Francisco Soap business.


For the  thirteen  week period  ended July  3,1999,  advertising  and  promotion
expenses  decreased  33.2% to $3,225,000  from $4,825,000 for the same period in
1998.  During this period of time in 1998,  the Company was spending  heavily in
support of the introduction of the Total Hair Fitness business.  Advertising and
promotion  support in 1999 does not require the same high levels of introductory
spending on this business.


For  the  thirteen  week  period  ended  July  3,1999,  selling,   general,  and
administrative  expenses  increased 7.4% to $2,769,000  from  $2,578,000 for the
same period in 1998.  This  increase is related to a  combination  of  increased
staffing  levels versus the same period in 1998 and to higher broker  commission
payments associated with the increase in net sales.


For the thirteen week period ended July 3,1999, depreciation and amortization of
$1,033,000 is essentially unchanged from $1,032,000 for the same period in 1998.


For the  thirteen  week  period  ended July  3,1999,  interest  expense,  net of
interest income,  decreased  slightly to $1,452,000 from $1,462,000 for the same
period in 1998.


For the thirteen week period ended July 3,1999,  the Company  recorded an income
tax expense of $12,000  versus an income tax  benefit of  $591,000  for the same
period in 1998.  The effective tax rate was 41% for the 1999 interim  period and
39% for the comparable interim period in 1998.



                                       -9-


<PAGE>




RESULTS OF OPERATIONS FOR THE TWENTY SIX WEEK PERIOD ENDED JULY 3, 1999

The following table sets forth certain  operating data for the twenty-six  weeks
ended July 3, 1999 and the six months ended June 30, 1998.

<TABLE>
<CAPTION>

                                                   Periods Ended July 3, 1999 and June 30, 1998
                                                   --------------------------------------------
                                                                   (In Thousands)
                                      Personal Care Products    Health Care Products       Total Company
                                      ----------------------    --------------------       -------------
                                         1999       1998          1999       1998         1999       1998
                                         ----       ----          ----       ----         ----       ----
<S>                                    <C>        <C>            <C>        <C>         <C>         <C>
NET SALES                              $19,884    $21.090        $9,813     $9,629      $29,697     $30,719
Cost of Goods Sold                       7,457      7,476         3,808      3,341       11,265      10,817
                                       -------    -------        ------     ------      -------     -------
GROSS MARGIN                            12,427     13,614         6,005      6,288       18,432      19,902
Distribution and Cash Discounts          1,622      1,872           986        953        2,608       2,825
Advertising and Promotion                5,056      6,025         2,073      2,705        7,129       8,730
                                       -------     ------        ------     ------       ------       -----
BRAND CONTRIBUTION                     $ 5,749     $5,717        $2,946     $2,630        8,695       8,347
                                       =======     ======        ======     ======
Selling, General and Admin. Exp.                                                          5,559       5,437
Depreciation and Amortization                                                             2,082       2,059
                                                                                          -----      ------
OPERATING INCOME                                                                          1,054         851
Interest Expense, Net                                                                     2,955       2,900
                                                                                          -----      ------
(LOSS) BEFORE INCOME TAXES                                                               (1,901)     (2,049)
Income Tax Benefit                                                                         (779)       (799)
                                                                                         -------     -------
NET (LOSS)                                                                              $(1,122)    $(1,250)
                                                                                        ========    ========
</TABLE>


For the twenty-six  week period ended July 3,1999,  net sales  decreased 3.3% to
$29,697,000  from  $30,719,000 for the same period in 1998. This decrease is due
to lower sales  associated with the personal care business,  particularly on the
Total Hair Fitness line of shampoo's and conditioners. Net sales for this period
in 1999  of  Total  Hair  Fitness  during  the  first  half  of  1999  are  down
approximately  $1,900,000  reflecting the impact of the retail  inventory  build
associated with the launch of this business in 1998.


For the twenty-six  week period ended July 3,1999,  cost of goods sold increased
4.1% to $11,265,000  from  $10,817,000 for the same period in 1998. The increase
in manufacturing costs is primarily related to 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 twenty-six week period ended July 3,1999, distribution expenses and cash
discounts  decreased 7.7% to $2,608,000  from  $2,825,000 for the same period in
1998. This decrease reflects savings versus 1998 during which period of time the
Company  had  relocated  the  distribution  operation  associated  with  the San
Francisco Soap business.

For the  twenty-six  week period ended July 3,1999,  advertising  and  promotion
expenses  decreased  18.3% to $7,129,000  from $8,730,000 for the same period in
1998. During the first half of 1998, the Company spent heavily in support of the
introduction  of the Total Hair  Fitness  business.  Advertising  and  promotion
support in 1999 does not require the same high levels of introductory spending.

                                      -10-


<PAGE>




For the  twenty-six  week  period  ended  July  3,1999,  selling,  general,  and
administrative  expenses increased by 2.2% to $5,559,000 from $5,437,000 for the
same period in 1998.  This increase  reflects  somewhat  higher  staffing levels
during the first half of 1999 versus the same period in 1998.


For the twenty-six week period ended July 3,1999,  depreciation and amortization
of $2,082,000 increased slightly from $2,059,000 for the same period in 1998.


For the  twenty-six  week period ended July  3,1999,  interest  expense,  net of
interest  income,  increased  1.9% to $2,955,000  from  $2,900,000  for the same
period in 1998.


For the  twenty-six  week  period  ended July  3,1999,  an income tax benefit of
$779,000 was recorded  compared with a similar tax benefit of $799,000  recorded
during  the same  period in 1998.  The  effective  tax rate was 41% for the 1999
interim period and 39% for the 1998 interim period.



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 July 3, 1999
and June 30, 1998 (in thousands).

<TABLE>
<CAPTION>

                                                                         Period Ended
                                                                         ------------
                                                                July 3,1999        June 30,1998
                                                                -----------        ------------
<S>                                                               <C>                <C>
Net cash provided by (used in)operating activities                $1,409             $(2,588)
Net cash used in investing activities                               (760)               (374)
Increase (decrease) in cash and cash equivalents                  $  649             $(2,962)
</TABLE>


The principal  adjustments  to reconcile  net loss of $1,122,000  for the period
ended July 3, 1999 to net cash  provided by operating  activities  of $1,409,000
are depreciation and amortization of $2,082,000, combined with a net decrease in
working  capital  requirements  of  $449,000.  The working  capital  decrease is
primarily linked to lower levels of accounts receivable.

Capital expenditures, which were $760,000 for the six months ended July 3, 1999,
are  generally  not   significant   in  the  Company's   business.   Except  for
approximately  $800,000  that the Company has budgeted for the  replacement  and
upgrade of its  financial  operating  system which should also address Year 2000
compliance  requirements,  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 December 31, 1998 and July 3, 1999.  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


                                      -11-


<PAGE>




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,  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.


YEAR 2000 READINESS DISCLOSURE

As part of a plan to  improve  its  overall  system  capabilities,  the  Company
initiated a Year 2000  program in 1997 to upgrade its  internal use software and
hardware to address  possible issues that may arise from using two digits rather
than four to define the  applicable  year for dates.  As part of this effort the
Company is reviewing  the  compliance  of material  third  parties  (significant
vendors and  customers) on the  operations of the business in order to determine
the risks to the Company for a third party's  failure to re-mediate its own Year
2000 issues. While this information will be used to mitigate these risks, due to
the  complexity of the problem,  there can be no assurance  that any third party
systems will be Year 2000  compliant  on a timely  basis or that  non-compliance
will not have an adverse material impact on the company.

The Company believes that the planned  modifications and conversions of internal
systems and hardware will allow it to meet its Year 2000 compliance schedule and
prevent any material adverse impact on its results of operations,  liquidity and
financial  condition.  However, due to the inherent uncertainty of the Year 2000
problem,  the Company cannot determine  whether its overall  program,  including
third party compliance, or any future contingency plans will, in fact, prevent a
material  adverse impact on its results of  operations,  liquidity and financial
condition. It is believed that the most likely worst case scenario would involve
the temporary  disruption of fulfilling and billing customer orders, which would
require manual resolution. No material adverse impact on the Company's financial
condition is expected from this specific scenario.

Estimated  costs for the complete  system  upgrade,  including any specific Year
2000 requirements,  are projected to be approximately $950,000 of which $730,000
have been  incurred  through  July 3, 1999 and $220,000  are  estimated  for the
remainder of 1999. The funds for these costs have and will continue to come from
normal  operating  cash flows of the business.  It is expected that all internal
systems will be implemented, tested and validated by September 1999.

The  contingency  planning  process is ongoing  and, as  additional  information
becomes  available,  the  Company  will  consider  the  results  of the  systems
conversion and the status of third party Year 2000 readiness.








                                      -12-


<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
                  - On May 15, 1999, the registrant filed one report on Form 8-K
                  reflecting a change in its annual fiscal year to a fifty-two
                  week  period   consisting  of  four  thirteen  week  interim
                  periods, with the fiscal year ending on January 1, 2000.


























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<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:    August 12, 1999                     /s/ Kevin C. Hartnett
         ----------------                    ----------------------------------
                                             Name:  Kevin C. Hartnett
                                             Title: Vice President and
                                                    Chief Financial Officer













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