SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                 For the quarterly period ended October 2, 1999

                                       OR
o        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 registrant's Common Stock, par value $0.01,  outstanding
as of October 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 Thirteen  Weeks and Thirty  Nine Weeks  Ended
             October  2,  1999  and the  Three  Months  and Nine
             Months Ended September 30, 1998                                3

             Condensed Consolidated Balance Sheets at October 2,
             1999  and December 31, 1998                                    4

             Condensed Consolidated Statements of Cash Flows for
             the Thirteen  Weeks and Thirty  Nine Weeks  Ended
             October  2,  1999  and the  Three  Months  and Nine
             Months Ended September 30, 1998                                5

             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 1:  Litigation                                                    13

    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, except share and per share data)

                                                     Thirteen        Three                 Thirty Nine          Nine
                                                      Weeks          Months                    Weeks           Months
                                                      Ended           Ended                    Ended            Ended
                                                    October 2,     September 30,             October 2,      September 30,
                                                       1999            1998                     1999             1998
                                                       ----           -----                     ----             ----
<S>                                                  <C>             <C>                      <C>              <C>
Net sales                                            $20,059         $20,025                  $49,756          $50,744

Cost of sales                                          7,823           8,558                   19,088           19,375
                                                      ------          ------                  -------           ------

Gross margin                                          12,236          11,467                   30,668           31,369
Distribution and cash discounts                        1,467           1,735                    4,076            4,560
Advertising and promotion                              4,074           4,675                   11,203           13,405
Selling, general and administrative expenses           2,723           2,333                    8,282            7,770
Depreciation and amortization                          1,041           1,037                    3,122            3,096
                                                       -----           -----                   ------           ------

Operating income                                       2,931           1,687                    3,985            2,538

Interest expense-net                                   1,435           1,464                    4,390            4,364
                                                       -----           -----                    -----           ------

Income (loss) before income taxes                      1,496             223                     (405)          (1,826)

Income tax provision (benefit)                           613              87                     (166)            (712)
                                                       -----           -----                   -------         --------

Net income (loss)                                     $  883          $  136                    $(239)         $(1,114)
                                                      ======         =======                   =======         ========


Retained earnings, beginning of period                $6,947          $6,238                   $8,069           $7,488
Retained earnings, end of period                      $7,830          $6,374                   $7,830           $6,374

Net income (loss) per share: Basic                    $88.30          $13.91                  $(23.90)        $(113.99)
Net income (loss) per share: Diluted                  $88.30          $13.61                  $(23.90)        $(113.99)

Average basic shares outstanding                      10,000           9,993                   10,000            9,773
Average diluted shares outstanding                    10,000           9,996                   10,000            9,919
</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 October 2, 1999          At December 31, 1998
                                                                ------------------          --------------------

<S>                                                                    <C>                         <C>
ASSETS
Current Assets:
       Cash and cash equivalents                                       $4,540                      $6,263
       Accounts receivable, net                                        12,959                      15,187
       Inventories                                                      9,613                      10,809
       Other current assets                                               512                         662
                                                                        -----                     -------
           Total Current Assets                                        27,624                      32,921
                                                                       ------                      ------

Property and Equipment, Net                                             1,897                       1,350

Intangible Assets, Net                                                 40,326                      42,638
Other Assets                                                            5,126                       3,252
                                                                       ------                      ------

TOTAL ASSETS                                                          $74,973                     $80,161
                                                                      =======                     =======


LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
       Accounts payable                                                $2,354                      $3,510
       Accrued expenses and other liabilities                           4,381                       7,963
                                                                        -----                       -----
           Total Current Liabilities                                    6,735                      11,473
                                                                        -----                      ------

Due To Sellers Of Acquired Businesses                                     463                         674
                                                                          ---                         ---

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


Shareholder's Equity:
       Common stock and paid-in capital                                10,800                      10,800
       Notes receivable from stock sales                               (1,200)                     (1,200)
       Retained earnings                                                7,830                       8,069
                                                                        -----                       -----
Total Shareholder's Equity                                             17,430                      17,669
                                                                       ------                      ------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                            $74,973                     $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)


                                                                            Thirty Nine Weeks        Nine Months
                                                                                  Ended                  Ended
                                                                                October 2,           September 30,
                                                                                   1999                  1998
                                                                                   ----                  ----

<S>                                                                               <C>                  <C>
OPERATING ACTIVITIES:
    Net loss                                                                      $(239)               $(1,114)
    Adjustments to reconcile net loss to net cash provided
    by operating activities:
        Amortization of intangibles and debt issuance costs                       2,685                  2,733
        Depreciation and amortization of property and equipment                     437                    363
        Changes in operating assets and liabilities:
        Accounts receivable                                                       2,228                  1,411
        Inventories                                                               1,196                 (5,269)
        Other current asset                                                         150                   (563)
        Accounts payable                                                         (1,156)                 1,351
        Accrued expenses and other liabilities                                   (3,582)                (3,369)
Other assets                                                                     (2,458)                  (243)
                                                                                 ------                  ------
Net Cash Used in Operating Activities                                              (739)                (4,700)
                                                                                 ------                 -------



INVESTING ACTIVITIES
    Purchase of property and equipment                                             (984)                  (693)
                                                                                  -----                  -----





Decrease in Cash and Cash Equivalents                                            (1,723)                (5,393)
Cash and cash equivalents, beginning of year                                      6,263                  7,375
                                                                                  -----                  -----
Cash and Cash Equivalents, End of Period                                         $4,540                 $1,982
                                                                                 ======                 ======


SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                                  $251                   $618
Interest paid                                                                    $6,041                 $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
       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  through  the third
       interim period of fiscal 1999.

       The accompanying unaudited condensed consolidated financial statements as
       of  October 2, 1999 and for the  thirteen  and  thirty  nine weeks  ended
       October 2, 1999 and the three month and six month periods ended September
       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 thirty nine
       week periods  ended October 2, 1999 and for the three month and six month
       periods  ended  September  30,  1998  have  been   reflected.   All  such
       adjustments  are of a  normal  recurring  nature.  The  October  2,  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  October 2, 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





                                      -6-
<PAGE>







       Guarantors  are  substantially  equivalent  to the  assets,  liabilities,
       earnings and equity of the Company on a consolidated  basis. There are no
       restrictions  on  the  ability  of  the  Subsidiary  Guarantors  to  make
       distributions to the Company. In management's  opinion separate financial
       statements and other  disclosures  concerning  the Subsidiary  Guarantors
       would not be  material  to  investors.  Accordingly,  separate  financial
       statements and other disclosures concerning the Subsidiary Guarantors are
       not included herein.

4.     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, Total Hair Fitness, 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 formulas 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 through the third interim period of fiscal 1999.

RESULTS OF OPERATIONS FOR THE THIRTEEN WEEK PERIOD ENDED OCTOBER 2, 1999

The following  table sets forth certain  operating  data for the thirteen  weeks
ended October 2, 1999 and the three months ended September 30, 1998.

<TABLE>
<CAPTION>


                                           Periods Ended October 2, 1999 and September 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                            $14,047      $13,966        $6,012     $6,059       $20,059   $20,025
Cost of Goods Sold                     5,512        6,458         2,311      2,100         7,823     8,558
                                      ------      -------         -----     ------        -----     ------
Gross Margin                           8,535        7,508         3,701      3,959        12,236    11,467
Distribution and Cash Discounts          959        1,176           508        559         1,467     1,735
Advertising and Promotion              2,694        3,683         1,380        992         4,074     4,675
                                       -----        -----         -----      -----        ------     -----
Brand Contribution                    $4,882       $2,649        $1,813     $2,408         6,695     5,057
                                      ======       ======        ======     ======
Selling, General and Admin. Exp.                                                           2,723     2,333
Depreciation and Amortization                                                              1,041     1,037
                                                                                           -----    ------
Operating Income                                                                           2,931     1,687
Interest Expense, Net                                                                      1,435     1,464
                                                                                           -----     -----
Income Before Income Taxes                                                                 1,496       223
Income Tax Provision                                                                         613        87
                                                                                           -----     -----
Net Income                                                                                 $ 883     $ 136
                                                                                           =====    ======
</TABLE>


For the thirteen week period ended October 2,1999, net sales of $20,059,000 were
essentially  unchanged from sales for the same period in 1998. These results are
in spite of the  discontinuance of the Cepacol ColdCare business and lower sales
on the Total Hair Fitness brand, which was being



                                      -8-
<PAGE>







introduced  during this same period in 1998.  Sales of all other  businesses are
actually up 6.9% during this period in 1999 versus the same period in 1998, lead
by strong results on the Cepacol and San Francisco Soap businesses.


For the thirteen week period ended October 2,1999,  cost of goods sold decreased
8.6% to $7,823,000  from  $8,558,000 for the same period in 1998.  This decrease
reflects significant  improvements in the assembly costs related to the 1999 San
Francisco  Soap  Holiday  gift set program  and lower  costs for the  components
included as part of these gift items.


For the thirteen week period ended  October  2,1999,  distribution  expenses and
cash discounts decreased 15.4% to $1,467,000 from $1,735,000 for the same period
in 1998.  This  decrease  is  related  to  improved  systems  for  handling  the
manufacturing  and distribution of the San Francisco Soap gift items and reduced
storage costs related to lower levels of inventory.


For the thirteen week period ended  October  2,1999,  advertising  and promotion
expenses  decreased  12.9% to $4,074,000  from $4,675,000 for the same period in
1998.  This  decrease  reflects the  elimination  of certain  marketing  support
programs associated with businesses acquired in the second half of 1997 and with
spending related to the introduction of the Total Hair Fitness brand.


For the  thirteen  week period  ended  October  2,1999,  selling,  general,  and
administrative  expenses  increased  16.7% to $2,723,000 from $2,333,000 for the
same  period in 1998.  This  increase  relates  to  generally  higher  levels of
staffing levels for the San Francisco Soap business.


For the thirteen week period ended October 2,1999, depreciation and amortization
remained essentially unchanged from 1998 at $1,041,000.


For the thirteen week period ended October 2,1999,  1998, interest expense,  net
of interest  income,  decreased 2.0% to $1,435,000  from $1,464,000 for the same
period in 1998.


For the thirteen week period ended October 2,1999, income taxes were $613,000 as
compared to $87,000 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 Thirty Nine Week Period Ended October 2, 1999

The following table sets forth certain  operating data for the thirty-nine weeks
ended October 2, 1999 and the nine months ended September 30, 1998.

<TABLE>
<CAPTION>

                                           Periods Ended October 2, 1999 and September 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                            $33,931      $35,056       $15,825     $15,688      $49,756    $50,744
Cost of Goods Sold                    12,969       13,934         6,119       5,441       19,088     19,375
                                      ------       ------      --------    --------       ------    -------
Gross Margin                          20,962       21,122         9,706      10,247       30,668     31,369
Distribution and Cash Discounts        2,581        3,048         1,495       1,512        4,076      4,560
Advertising and Promotion              7,751        9,708         3,452       3,697       11,203     13,405
                                       -----        -----         -----      ------       ------     ------
Brand Contribution                   $10,630       $8,365        $4,759      $5,038       15,389     13,404
                                     =======       ======        ======      ======
Selling, General and Admin. Exp.                                                           8,282      7,770
Depreciation and Amortization                                                              3,122      3,096
                                                                                           -----    -------
Operating Income                                                                           3,985      2,538
Interest Expense, Net                                                                      4,390      4,364
                                                                                           -----    -------
Loss Before Income Taxes                                                                    (405)    (1,826)
Income Tax Benefit                                                                          (166)      (712)
                                                                                          ------    -------
Net Loss                                                                                  $ (239)   $(1,114)
                                                                                          =======   ========
</TABLE>


For the thirty-nine  week period ended October 2,1999,  net sales decreased 2.0%
to $49,756,000  from  $50,744,000  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 shampoos  and  conditioners.  Net sales of Total
Hair  Fitness  during  the  first  nine  months  of 1999 are down  approximately
$2,600,000,  reflecting  lower levels of sales  primarily  related to the retail
inventory build realized with the launch of this business in 1998.

For the  thirty-nine  week  period  ended  October  2,1999,  cost of goods  sold
decreased 1.5% to $19,088,000  from $19,375,000 for the same period in 1998. The
decrease in manufacturing  costs is primarily related to savings associated with
improvements  from new  systems  implemented  for the  assembly  of the 1999 San
Francisco  Soap  holiday  gift sets.  These  savings  were  partially  offset by
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 thirty-nine week period ended October 2,1999,  distribution expenses and
cash discounts decreased 10.6% to $4,076,000 from $4,560,000 for the same period
in 1998.  This  decrease  is  related  to  improved  systems  for  handling  the
manufacturing  and distribution of the San Francisco Soap gift items and reduced
storage costs related to lower levels of inventory.

For the thirty-nine week period ended October 2,1999,  advertising and promotion
expenses  decreased 16.4% to $11,203,000 from $13,405,000 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 has not required the same levels of spending.




                                      -10-
<PAGE>





For the thirty-nine  week period ended October  2,1999,  selling,  general,  and
administrative  expenses increased by 6.6% to $8,282,000 from $7,770,000 for the
same period in 1998. This increase reflects  generally higher levels of staffing
during the first nine months of 1999 versus 1998.

For  the  thirty-nine  week  period  ended  October  2,1999,   depreciation  and
amortization  increased .8% to $3,122,000 from $3,096,000 for the same period in
1998.

For the thirty-nine week period ended October 2,1999,  interest expense,  net of
interest income, increased .6% to $4,390,000 from $4,364,000 for the same period
in 1998

For the thirty-nine  week period ended October 2,1999,  the Company  recorded an
income tax benefit of $166,000  versus an income tax benefit of $712,000 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.


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 October 2,
1999 and September 30, 1998 (in thousands).

                                                            Period Ended
                                                            ------------
                                                      October 2,   September 30,
                                                      ----------   -------------
                                                          1999         1998
                                                          ----         ----
Net cash provided by (used in) operating activities       $(739)      $(4,700)
Net cash used in investing activities                      (984)         (693)
                                                        --------     ---------
Decrease in cash and cash equivalents                   $(1,723)      $(5,393)
                                                        ========      ========



The principal adjustments to reconcile net loss of $239,000 for the period ended
October  2,  1999 to net cash  used in  operating  activities  of  $739,000  are
depreciation and amortization of $3,122,000, offset by a net increase in working
capital  requirements of $3,622,000.  The working capital  increase is primarily
linked to lower levels of accrued expenses and accounts payable.

Capital expenditures,  which were $984,000 for the period ended October 2, 1999,
are generally not significant in the Company's  business.  Capital  expenditures
for 1999 are primarily  related to the  replacement and upgrade of the Company's
financial  operating  system  along with other  amounts  allocated  for improved
bottle molds for certain product groups.

As a result of the Senior  Notes,  the  Company  had  $50,345,000  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
term.  Since there can be no guarantee  that the Company will generate  internal
funds sufficient to





                                      -11-
<PAGE>




finance its  operations  and debt  requirements,  the Company has  extended  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  $1,020,000  of  which
$920,000 have been incurred through October 2, 1999. Additional expenses are not
anticipated  to exceed  $100,000 for the remainder of 1999.  The funds for these
costs have and will  continue  to come from normal  operating  cash flows of the
business.  Essentially  all  internal  systems have been  implemented  and minor
conversion issues are currently in the process of being resolved.

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 1 - Litigation

     On November 1, 1999,  an  arbitration  judgment  was  rendered  against the
     Company in connection with an arbitration hearing which was held in Dallas,
     Texas on September  1-3,  1999.  The  arbitration  related to the Company's
     anticipatory  repudiation of an agreement to purchase certain  Coldcare(TM)
     products from Summa RX Laboratories,  Inc. ("Summa").  The arbitrator found
     the  Company to be liable and ordered the Company to pay to Summa an amount
     in excess of $2.4 million  (including  attorney's fees,  interest and other
     expenses).  The Company  intends to file a motion to vacate  and/or  modify
     this judgment.

     Item 2 - Changes in Securities

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

     Item 6 - Exhibits and Reports on Form 8-K

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

                (b) Reports on Form 8-K
                    - No reports  were filed in the  thirteen  week period ended
                      October 2, 1999.










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










Qtr999









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