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 June 30, 1998

                                       OR

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


                        Commission file number: 33-83734
                                               ----------
                          J. B. WILLIAMS HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

                               65 Harristown Road
                           Glen Rock, New Jersey 07452
          (Address of Principal Executive Offices, including Zip Code)



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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes      No  x
                                  -----   -----

Number of shares of the issuer's Common Stock,  par value $0.01,  outstanding as
of July 31, 1998: 9,990





<PAGE>


                          J.B. Williams Holdings, Inc.

                                    I N D E X




                                                                            Page
Part I  - Financial Information
          ---------------------

          Item 1:  Financial Statements (Unaudited):

                   Condensed    Consolidated    Statements    of              3
                   Operations  for  the  Three  Months  and  Six
                   Months Ended June 30, 1998  and June 30, 1997

                   Condensed Consolidated Balance Sheets at June              4
                   30, 1998 and December 31, 1997

                   Condensed  Consolidated  Statements  of  Cash              5
                   Flows for the Six Months  Ended June 30, 1998
                   and June 30, 1997

                   Notes  to  Condensed  Consolidated  Financial              6
                   Statements


          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>


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

                                            Unaudited
                                          (In Thousands)


<TABLE>
<CAPTION>

                                               Three Months Ended June 30,       Six Months Ended June 30,
                                               ---------------------------       -------------------------
                                                   1998           1997               1998          1997
                                                   ----           ----               ----          ----

<S>                                              <C>           <C>                 <C>           <C>     
Net sales                                        $ 14,942      $ 11,739            $ 30,719      $ 23,513

Cost of sales                                       5,090         3,467              10,817         7,036
                                                 ---------     ---------           ---------     --------

Gross margin                                        9,852         8,272              19,902        16,477
Distribution and cash discounts                     1,470           973               2,825         2,006
Advertising and promotion                           4,825         2,633               8,730         5,687
Selling, general and administrative expenses        2,578         2,047               5,437         4,155
Depreciation and amortization                       1,032         1,061               2,059         2,181
                                                 ---------     ---------           ---------     --------

Operating income (loss)                               (53)        1,558                 851         2,448

Other income                                           --            --                  --           750
Interest expense-net                               (1,462)       (1,216)             (2,900)       (2,435)
                                                 ---------     ---------            --------      --------

Income (loss) before income taxes                  (1,515)          342              (2,049)          763

Income tax provision (benefit)                       (591)          134                (799)          298
                                                 ---------     ---------            --------      --------

Net income (loss)                                $   (924)     $    208            $ (1,250)     $    465
                                                 =========     =========           =========     =========
</TABLE>





                       See Notes to Condensed Consolidated Financial Statements


                                                 - 3-


<PAGE>


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

                                    Unaudited
                                 (In Thousands)


                                                At June 30,     At December 31,
                                                   1998               1997
                                                -----------     ---------------

ASSETS
------
Current Assets:
      Cash and cash equivalents                   $  4,413         $  7,375
      Accounts receivable, net                       7,824           13,758
      Inventories                                   14,552            9,200
      Other current assets                             509              636
                                                  --------         --------
         Total Current Assets                       27,298           30,969
                                                  --------         --------
Property and Equipment, Net                          1,080              943

Intangible Assets, Net                              44,119           45,692

Other Assets                                         3,720            3,867
                                                  --------         --------

TOTAL ASSETS                                      $ 76,217         $ 81,471
                                                  ========         ========


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current Liabilities:
      Accounts payable                            $  2,071         $  3,318
      Accrued expenses and other liabilities         7,091            9,848
                                                  --------         --------
         Total Current Liabilities                   9,162           13,166
                                                  --------         --------

Due To Sellers Of Acquired Businesses                  872              872
                                                  --------         --------

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


Shareholder's Equity:
      Common stock and paid-in capital              10,796            9,600
      Notes receivable from stock sales             (1,196)              --
      Retained earnings                              6,238            7,488
                                                  --------         --------
    Total Shareholder's Equity                      15,838           17,088
                                                  --------         --------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY        $ 76,217         $ 81,471
                                                  ========         ========




            See Notes to Condensed Consolidated Financial Statements

                                      - 4 -


<PAGE>


                                      J.B. Williams Holdings, Inc.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                                Unaudited
                                             (In Thousands)


<TABLE>
<CAPTION>
                                                                   Six Months Ended June 30,
                                                                   -------------------------
                                                                       1998          1997
                                                                       ----          ----

<S>                                                                 <C>           <C>     
OPERATING ACTIVITIES:
    Net income (loss)                                               $ (1,250)     $    465
    Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
        Amortization of intangibles and debt issuance costs            1,822         1,983
        Depreciation and amortization of property and equipment          237           198
        Changes in operating assets and liabilities:
            Accounts receivable                                        5,934         2,493
            Inventories                                               (5,352)       (1,385)
            Other current assets                                         127          (345)
            Accounts payable                                          (1,247)       (1,283)
            Accrued expenses and other liabilities                    (2,757)       (1,049)
            Other assets                                                (102)          (68)
                                                                    ---------     ---------
    Net Cash Provided By (Used in) Operating Activities               (2,588)        1,009
                                                                    ---------     ---------
INVESTING ACTIVITIES:
    Purchases of property and equipment                                 (374)         (156)
                                                                    ---------     ---------
    Net Cash Used in Investing Activities                               (374)         (156)
                                                                    ---------     ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (2,962)          853
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         7,375        21,201
                                                                    ---------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                            $  4,413      $ 22,054
                                                                    =========     =========



SUPPLEMENTAL CASH FLOW INFORMATION:
    Income taxes paid                                               $    604      $    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 owner of 90% of the
     issued and outstanding  capital stock of the Company with the balance being
     owned by certain employees of the Company.

     The accompanying  unaudited condensed  consolidated financial statements as
     of June 30, 1998 and for the three month and six month  periods  ended June
     30, 1998 and 1997 have been prepared in accordance with the instructions to
     Form 10-Q. All  adjustments  which, in the opinion of the management of the
     Company,   are  necessary  for  a  fair   presentation   of  the  condensed
     consolidated financial statements for the three month and six month periods
     ended June 30, 1998 and 1997 have been reflected.  All such adjustments are
     of a normal  recurring  nature.  The June 30, 1998  condensed  consolidated
     financial  statements  should be read in conjunction  with the consolidated
     financial statements and notes thereto for the year ended December 31, 1997
     included in the Company's Annual Report on Form 10-K.

     The  results  of  operations  for the period  ended  June 30,  1998 are not
     necessarily indicative of the operating results for the full year.

2.   Long Term Debt

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

3.   Financial Information Concerning Guarantors

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


                                      -6-
<PAGE>


4.   Other Income

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

5.   Acquisitions

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

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

6.   Changes in Securities

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

7.   Reclassifications

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



                                       -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.  During  August 1997 the Company  added to its personal
care products  business with the  acquisition  of the San Francisco Soap Company
brand from  Avalon  Natural  Cosmetics,  Inc.  It also added to its health  care
products  business with the August 1997  acquisition  of the Viractin brand from
Virotex Corp.,  the October 1997  acquisition of the Cepacol  business in Canada
from Hoechst Marion Roussel Canada,  Inc. and the July 1997 agreement with Summa
Rx  Laboratories,  Inc. for the purchase of certain  rights to sell zinc dietary
supplements under the name Cepacol ColdCare.

Results of Operations for the Three Month Period Ended June 30, 1998

The following table sets forth certain operating data for the three months ended
June 30, 1998 and 1997.

<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,
                                                              ---------------------------
                                                                     (In Thousands)
                                      Personal Care Products      Health Care Products         Total Company
                                      ----------------------      --------------------         -------------
                                         1998          1997         1998         1997         1998         1997
                                         ----          ----         ----         ----         ----         ----
<S>                                   <C>           <C>          <C>          <C>          <C>          <C>     
Net Sales                             $ 10,561      $  8,092     $  4,381     $  3,647     $ 14,942     $ 11,739

Cost of Goods Sold                       3,505         2,077        1,585        1,390        5,090        3,467
                                      --------      --------     --------     --------     --------     --------
Gross Margin                             7,056         6,015        2,796        2,257        9,852        8,272

Distribution and Cash Discounts            986           540          484          433        1,470          973
Advertising and Promotion                3,829         2,146          996          487        4,825        2,633
                                      --------      --------     --------     --------     --------     --------
Brand Contribution                    $  2,241      $  3,329     $  1,316     $  1,337        3,557        4,666
                                      ========      ========     ========     ========
Selling, General and Admin. Exp                                                               2,578        2,047
Depreciation and Amortization                                                                 1,032        1,061
                                                                                           --------      ------- 
Operating Income (Loss)                                                                         (53)       1,558

Interest Expense, Net                                                                         1,462        1,216
                                                                                           --------      ------- 
Income (Loss) Before Income Taxes                                                            (1,515)         342

Income Tax Provision (Benefit)                                                                 (591)         134
                                                                                           --------      ------- 
Net Income (Loss)                                                                          $   (924)     $   208
                                                                                           ========      ======= 
</TABLE>


For the three month  period ended June  30,1998,  net sales  increased  27.3% to
$14,942,000  from  $11,739,000  for the same  period in 1997.  This  increase is
entirely  related to the new businesses  either  acquired or introduced in 1997.
Excluding these new products, sales of the base products would have been down 8%
versus sales during the same period in 1997.  This decrease in sales of the base
business products is primarily related to a weak cough/cold season and inventory
reduction programs initiated by our trade customers.  In spite of these factors,
brand  shares for all  products,  except  Cepacol  mouthwash,  continue  to show
improvement versus the same period in 1997.


                                      - 8 -


<PAGE>


For the three month  period ended June 30,  1998,  cost of goods sold  increased
46.8% to $5,090,000  from  $3,467,000 for the same period in 1997. This increase
is  primarily  related to the higher sales  volumes and to higher  manufacturing
costs,  particularly  costs related to the  transition of the San Francisco Soap
Company products to new contract manufacturers and costs related to the 1998 San
Francisco Soap Spring and Holiday gift set programs.


For the three month period ended June  30,1998,  distribution  expenses and cash
discounts  increased  51.1% to  $1,470,000  from $973,000 for the same period in
1997. This increase is due to the increased sales volumes,  the costs related to
relocating  the San  Francisco  Soap  distribution  operation  and storage costs
related to generally higher levels of inventory.


For the three  month  period  ended June 30,  1998,  advertising  and  promotion
expenses  increased  83.3% to $4,825,000  from $2,633,000 for the same period in
1997. This increase is entirely related to marketing support programs associated
with the newly acquired businesses.


For  the  three  month  period  ended  June  30,  1998,  selling,  general,  and
administrative  expenses  increased  25.9% to $2,578,000 from $2,047,000 for the
same period in 1997.  This  increase is related to a  combination  of  increased
staffing  levels  related to the new  businesses  and higher  broker  commission
payments associated with the increase in net sales.


For the three month period ended June 30, 1998, depreciation and amortization of
$1,032,000 decreased from $1,061,000 for the same period in 1997.


For the three  month  period  ended  June 30,  1998,  interest  expense,  net of
interest  income,  increased  20.2% to $1,462,000  from  $1,216,000 for the same
period in 1997. As a result of the  acquisitions  made during the second half of
1997, cash and cash  equivalents  decreased from $22,054,000 as of June 30, 1997
to  $4,413,000  as of June 30,  1998.  This  decrease in cash has  resulted in a
corresponding  decrease  in interest  income,  thereby  resulting  in an overall
increase in net interest expense.


For the three month period ended June 30, 1998,  the Company  recorded an income
tax  benefit of $591,000  versus an income tax expense of $134,000  for the same
period in 1997. The effective tax rate was 39% for both interim periods.


                                       -9-


<PAGE>


Results of Operations for the Six Month Period Ended June 30, 1998

The following  table sets forth certain  operating data for the six months ended
June 30, 1998 and 1997.
<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,
                                                              ---------------------------
                                                                     (In Thousands)

                                      Personal Care Products      Health Care Products         Total Company
                                      ----------------------      --------------------         -------------
                                         1998          1997          1998         1997         1998         1997
                                         ----          ----          ----         ----         ----         ----
<S>                                   <C>           <C>           <C>          <C>          <C>          <C>     
Net Sales                             $ 21,090      $ 15,064      $  9,629     $  8,449     $ 30,719     $ 23,513

Cost of Goods Sold                       7,476         3,961         3,341        3,075       10,817        7,036
                                      --------      --------      --------     --------     --------     --------
Gross Margin                            13,614        11,103         6,288        5,374       19,902       16,477

Distribution and Cash Discounts          1,872         1,062           953          944        2,825        2,006
Advertising and Promotion                6,025         4,033         2,705        1,654        8,730        5,687
                                      --------      --------      --------     --------     --------     --------
Brand Contribution                    $  5,717      $  6,008      $  2,630     $  2,776        8,347        8,784
                                      ========      ========      ========     ========
Selling, General and Admin. Exp                                                                5,437        4,155
Depreciation and Amortization                                                                  2,059        2,181
                                                                                            --------     --------
Operating Income                                                                                 851        2,448

Other Income                                                                                      --          750
Interest Expense, Net                                                                         (2,900)      (2,435)
                                                                                            --------     --------
Income (Loss) Before Income Taxes                                                             (2,049)         763

Income Tax Provision (Benefit)                                                                  (799)         298
                                                                                            --------     --------
Net Income (Loss)                                                                           $ (1,250)    $    465
                                                                                            ========     ========
</TABLE>

For the six month  period  ended  June  30,1998,  net sales  increased  30.6% to
$30,719,000  from  $23,513,000  for the same  period in 1997.  This  increase is
entirely  related to the new businesses  either  acquired or introduced in 1997.
Excluding these new products, sales of the base products would have been down 9%
versus sales during the same period in 1997.  This decrease in sales of the base
business products is primarily related to a weak cough/cold season and inventory
reduction programs initiated by our trade customers.  In spite of these factors,
brand  shares for all  products,  except  Cepacol  mouthwash,  continue  to show
improvement versus the same period in 1997.


For the six month period ended June 30, 1998, cost of goods sold increased 53.7%
to $10,817,000  from  $7,036,000  for the same period in 1997.  This increase is
primarily related to the higher sales volumes and to higher manufacturing costs,
particularly  costs related to the  transition of the San Francisco Soap Company
products  to new  contract  manufacturers  and  costs  related  to the  1998 San
Francisco Soap Spring and Holiday gift set programs.


For the six month  period  ended June  30,1998,  distribution  expenses and cash
discounts  increased  40.8% to $2,825,000 from $2,006,000 for the same period in
1997. This increase is due to the increased sales volumes,  the costs related to
relocating  the San  Francisco  Soap  distribution  operation  and storage costs
related to generally higher levels of inventory.


                                      -10-


<PAGE>


For the six month period ended June 30, 1998, advertising and promotion expenses
increased  53.5% to $8,730,000 from $5,687,000 for the same period in 1997. This
increase is entirely related to marketing  support programs  associated with the
newly acquired businesses.


For  the  six  month  period  ended  June  30,  1998,  selling,   general,   and
administrative expenses increased by 30.9% to $5,437,000 from $4,155,000 for the
same period in 1997.  This  increase is related to a  combination  of  increased
staffing and higher broker  commission  payments  related to the increase in net
sales.


For the six month period ended June 30, 1998,  depreciation  and amortization of
$2,059,000 decreased from $2,181,000 for the same period in 1997.


For the six month  period  ended June 30,  1997,  other  income of $750,000  was
received  as a result of a one-time  payment  that  represented  a break-up  fee
payable to the Company  pursuant to the terms of a Letter of Intent entered into
by the Company in connection with a potential transaction.


For the six month period ended June 30, 1998, interest expense,  net of interest
income,  increased  19.1% to $2,900,000  from  $2,435,000 for the same period in
1997. As a result of the acquisitions  made during the second half of 1997, cash
and  cash  equivalents  decreased  from  $22,054,000  as of  June  30,  1997  to
$4,413,000  as of June  30,  1998.  This  decrease  in cash  has  resulted  in a
corresponding  decrease  in interest  income,  thereby  resulting  in an overall
increase in net interest expense.


For the six month period ended June 30, 1998, the Company recorded an income tax
benefit of $799,000 versus an income tax expense of $298,000 for the same period
in 1997. The effective tax rate was 39% for both interim periods.


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 June 30,
1998 and 1997 (in thousands).

                                                       Six Months Ended June 30,
                                                       -------------------------
                                                           1998          1997
                                                           ----          ----
Net cash provided by (used in)operating activities       $(2,588)       $1,009
Net cash used in investing activities                       (374)         (156)
Increase (decrease) in cash and cash equivalents         $(2,962)         $853


                                      -11-


<PAGE>


The principal  adjustments  to reconcile  net loss of $1,250,000  for the period
ended June 30, 1998 to net cash used in operating  activities of $2,588,000  are
depreciation and amortization of $2,059,000, offset by a net increase in working
capital  requirements of $3,397,000.  The working capital  increase is primarily
linked to higher  inventories,  associated  with the San Francisco  Soap Holiday
gift set program, and generally lower levels of payables and accrued expenses.

Capital  expenditures,  which were  $374,000  for the six months  ended June 30,
1998,  are  generally not  significant  in the  Company's  business.  Except for
approximately  $600,000  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  of December  31,  1997.  Management  expects  that cash on hand and
internally  generated funds will provide sufficient capital resources to finance
the Company=s  operations  and meet interest  requirements  on the Senior Notes,
both in respect of the short term as well as during the long term. However, as a
result  of  the  cash   expenditures  made  in  connection  with  the  Company=s
acquisition of the San Francisco Soap, Cepacol (Canada) and Viractin businesses,
cash and cash  equivalents  decreased from  $21,201,000 on December 31, 1996, to
$7,375,000  on  December  31,  1997.  Since there can be no  guarantee  that the
Company will generate  internal  funds  sufficient to finance its operations and
debt  requirements,  the Company has  arranged for a secured line of credit with
the Bank of New York through  August 31, 1999 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.







                                      -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  OptionPlan,  and  pursuant  to the
exemption  from  registration  under the  Securities Act of 1933 provided for by
Rule 701 of Regulation  S-K. The shares were in each case paid for by a recourse
promissory note in favor of the Company.

Item 6 - Exhibits and Reports on Form 8-K

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

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








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






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