SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM 10-Q


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

                For the quarterly period ended September 30, 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 October 31, 1998: 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            3
              Operations  for  the  Three  Months  and  Nine
              Months Ended  September 30, 1998 and September
              30, 1997

              Condensed   Consolidated   Balance  Sheets  at            4
              September 30, 19984 and December 31, 1997

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

              Notes  to  Condensed   Consolidated  Financial            6
              Statements


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



Part II - Other Information

     Item 2: Changes in Securities                                     14

     Item 6: Exhibits and Reports on Form 8-K                          14

     Signature                                                         15






                                       -2-


<PAGE>

<TABLE>


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

                                               Unaudited
                                             (In Thousands)



<CAPTION>
                                             Three Months Ended        Nine Months Ended 
                                             ------------------        ----------------- 
                                               September 30,             September 30,
                                               -------------             -------------
                                             1998         1997         1998          1997
                                             ----         ----         ----          ----

<S>                                        <C>          <C>          <C>           <C>     
Net sales ............................     $ 20,025     $ 15,379     $ 50,744      $ 38,892

Cost of sales ........................        8,558        5,747       19,375        12,783
                                           --------     --------     --------      --------

Gross margin .........................       11,467        9,632       31,369        26,109

Distribution and cash discounts ......        1,735        1,122        4,560         3,128
Advertising and promotion ............        4,675        3,134       13,405         8,821
Selling, general and administrative ..        2,333        2,503        7,770         6,658
  expense
Depreciation and amortization ........        1,037        1,205        3,096         3,386
                                           --------     --------     --------      --------
Operating income .....................        1,687        1,668        2,538         4,116
Other income .........................         --           --           --            (750)
Interest expense-net .................        1,464        1,289        4,364         3,724
                                           --------     --------     --------      --------

Income (loss) before income taxes ....          223          379       (1,826)        1,142

Income tax provision (benefit) .......           87          148         (712)          445
                                           --------     --------     --------      --------

Net income (loss) ....................     $    136     $    231     $ (1,114)     $    697
                                           ========     ========     ========      ========




Retained earnings, beginning of period     $  6,238     $  7,380     $  7,488      $  6,915
Retained earnings, end of period .....     $  6,374     $  7,612     $  6,374      $  7,612

Income per share: Basic ..............     $  13.91     $  25.66     $(113.94)     $  77.44
Income per share: Diluted ............     $  14.20     $  24.66     $(116.34)     $  74.41

Average basic shares outstanding .....        9,777        9,000        9,777         9,000
Average diluted shares outstanding ...        9,575        9,366        9,575         9,366

</TABLE>




            See Notes to Condensed Consolidated Financial Statements

                                      - 3-


<PAGE>


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

                                    Unaudited
                                 (In Thousands)

                                                 At September    At December 
                                                 ------------    ----------- 
                                                   30, 1998        31, 1997
                                                   --------        --------
ASSETS
------
Current Assets:
     Cash and cash equivalents ............       $  1,982        $  7,375
     Accounts receivable, net .............         12,347          13,758
     Inventories ..........................         14,469           9,200
     Other current assets .................          1,199             636
                                                  --------        --------
        Total Current Assets ..............         29,997          30,969
                                                  --------        --------

Property and Equipment, Net ...............          1,277             943

Intangible Assets, Net ....................         43,417          45,692
Other Assets ..............................          3,648           3,867
                                                  --------        --------

TOTAL ASSETS ..............................       $ 78,339        $ 81,471
                                                  ========        ========


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current Liabilities:
     Accounts payable .....................       $  4,669        $  3,318
     Accrued expenses and other liabilities          6,677           9,848
                                                  --------        --------
        Total Current Liabilities .........         11,346          13,166
                                                  --------        --------

Due To Sellers Of Acquired Businesses .....            674             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 ....................          6,374           7,488
                                                  --------        --------
     Total Shareholder's Equity ...........         15,974          17,088
                                                  --------        --------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY        $ 78,339        $ 81,471
                                                  ========        ========




            See Notes to Condensed Consolidated Financial Statements


                                      - 4 -


<PAGE>


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



<CAPTION>
                                                                Nine Months Ended September 30,
                                                                -------------------------------
                                                                        1998           1997 
                                                                        ----           ----
<S>                                                                  <C>             <C>     
OPERATING ACTIVITIES:
   Net income(loss) ..........................................       $ (1,114)       $    697
   Adjustments to reconcile net income to net cash provided
   by operating activities:
       Amortization of intangibles and debt issuance costs ...          2,733           3,084
       Depreciation and amortization of property and equipment            363             302
       Changes in operating assets and liabilities:
       Accounts receivable ...................................          1,411          (1,320)
       Inventories ...........................................         (5,269)         (1,230)
       Other current asset ...................................           (563)           (409)
       Accounts payable ......................................          1,351            (917)
       Accrued expenses and other liabilities ................         (3,369)            980
       Other assets ..........................................           (243)            (85)
                                                                     --------        --------
Net Cash Provided by (Used in) Operating Activities ..........         (4,700)          1,102
                                                                     --------        --------


INVESTING ACTIVITIES
   Acquisition of San Francisco Soap Business
   and related assets ........................................           --           (11,704)
   Acquisition of Viractin Business and related assets .......           --            (4,692)
   Purchase of property and equipment ........................           (693)           (245)
                                                                     --------        --------
Net Cash Used In Investing Activities ........................           (693)        (16,641)
                                                                     --------        --------


Decrease in Cash and Cash Equivalents ........................         (5,393)        (15,539)
Cash and cash equivalents, beginning of year .................          7,375          21,201
                                                                     --------        --------
Cash and Cash Equivalents, End of Period .....................       $  1,982        $  5,662
                                                                     ========        ========


SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid ............................................       $    618        $    424
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.

     The accompanying  unaudited condensed  consolidated financial statements as
     of September  30, 1998 and for the three month and nine month periods ended
     September  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 nine
     month periods ended  September 30, 1998 and 1997 have been  reflected.  All
     such adjustments are of a normal recurring  nature.  The September 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  September 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 had 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.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998

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

<TABLE>
<CAPTION>
                                                        Three Months Ended September 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 ......................     $13,966     $ 9,577     $ 6,059     $ 5,802     $20,025     $15,379
Cost of Goods Sold .............       6,458       4,084       2,100       1,663       8,558       5,747
                                     -------     -------     -------     -------     -------     -------
Gross Margin ...................       7,508       5,493       3,959       4,139      11,467       9,632
Distribution and Cash Discounts        1,176         632         559         490       1,735       1,122
Advertising and Promotion ......       3,683       1,844         992       1,290       4,675       3,134
                                     -------     -------     -------     -------     -------     -------
Brand Contribution .............     $ 2,649     $ 3,017     $ 2,408     $ 2,359       5,057       5,376
                                     =======     =======     =======     =======
Selling, General and Admin. Exp                                                        2,333       2,503
Depreciation and Amortization                                                          1,037       1,205
                                                                                     -------     -------
Operating Income                                                                       1,687       1,668
Interest Expense, Net                                                                  1,464       1,289
                                                                                     -------     -------
Income Before Income Taxes                                                               223         379
Income Tax Provision                                                                      87         148
                                                                                     -------     -------
Net Income                                                                           $   136     $   231
                                                                                     =======     =======
</TABLE>


For the three month period ended September 30,1998, net sales increased 30.2% to
$20,025,000  from  $15,379,000  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
approximately  8% versus sales during the same period in 1997.  This decrease in
sales of the base business products is primarily related to trade concerns about
the  possibility  of another  weak  cough/cold  season and  inventory  reduction
programs  initiated by our trade  customers.  In spite of these  factors,  brand
shares for all base business  products,  except Cepacol  mouthwash,  continue to
show improvement versus the same period in 1997.



                                       -8-

<PAGE>



For the  three  month  period  ended  September  30,  1998,  cost of goods  sold
increased  48.9% to $8,558,000 from $5,747,000 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 assembly costs
related to the 1998 San Francisco Soap Spring and Holiday gift set programs.


For the three month period ended September  30,1998,  distribution  expenses and
cash discounts increased 54.6% to $1,735,000 from $1,122,000 for the same period
in 1997.  This increase is due to the increased  sales volumes and storage costs
related to generally higher levels of inventory.


For the three month period ended  September 30, 1998,  advertising and promotion
expenses  increased  49.2% to $4,675,000  from $3,134,000 for the same period in
1997. This increase is entirely related to marketing support programs associated
with the newly acquired  businesses and with  introductory  expenses  associated
with the Total Hair Fitness brand.


For the three month  period ended  September  30, 1998,  selling,  general,  and
administrative  expenses  decreased 6.8% to $2,333,000  from  $2,503,000 for the
same  period in 1997.  This  decrease is related to the  elimination  of certain
accrued expenses  partially offset by 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  September  30,  1998,   depreciation  and
amortization  decreased  13.9% to $1,037,000 from $1,205,000 for the same period
in 1997. This decrease  reflects that certain  intangible assets associated with
the acquisition of the men=s personal care business are now fully amortized.


For the three month period ended September 30, 1998,  interest  expense,  net of
interest  income,  increased  13.6% to $1,464,000  from  $1,289,000 for the same
period in 1997. As a result of the  acquisitions  made during the second half of
1997,  cash and cash  equivalents  decreased  significantly  from  previous year
balances.  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  September 30, 1998,  income taxes were $87,000
as compared to $148,000 for the same period in 1997.  The effective tax rate was
39% for both interim periods.



                                       -9-


<PAGE>


RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998

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

<TABLE>
<CAPTION>
                                                        Nine Months Ended September 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 ......................       $35,056       $24,641       $15,688       $14,251       $50,744       $38,892
Cost of Goods Sold .............        13,934         8,045         5,441         4,738        19,375        12,783
                                       -------       -------       -------       -------       -------       -------
Gross Margin ...................        21,122        16,596        10,247         9,513        31,369        26,109
Distribution and Cash Discounts          3,048         1,694         1,512         1,434         4,560         3,128
Advertising and Promotion ......         9,708         5,877         3,697         2,944        13,405         8,821
                                       -------       -------       -------       -------       -------       -------
Brand Contribution .............       $ 8,365       $ 9,025       $ 5,038       $ 5,135        13,404        14,160
                                       =======       =======       =======       =======
Selling, General and Admin. Exp                                                                  7,770         6,658
Depreciation and Amortization                                                                    3,096         3,386
                                                                                               -------       -------
Operating Income                                                                                 2,538         4,116
Other Income                                                                                      ---            750
Interest Expense, Net                                                                           (4,364)       (3,724)
                                                                                               -------       -------
Income (Loss) Before Income Taxes                                                               (1,826)        1,142
Income Tax Provision (Benefit)                                                                    (712)          445
                                                                                               -------       -------
Net Income (Loss)                                                                              $(1,114)      $   697
                                                                                               =======       =======
</TABLE>


For the nine month period ended September 30,1998,  net sales increased 30.5% to
$50,744,000  from  $38,892,000  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
approximately  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 base  business  products,  except
Cepacol mouthwash, continue to show improvement versus the same period in 1997.


For the nine month period ended September 30, 1998, cost of goods sold increased
51.6% to $19,375,000 from $12,783,000 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 assembly costs related to the
1998 San Francisco Soap Spring and Holiday gift set programs.


For the nine month period ended  September  30,1998,  distribution  expenses and
cash discounts increased 45.8% to $4,560,000 from $3,128,000 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 nine month period ended  September 30, 1998,  advertising  and promotion
expenses  increased 52.0% to $13,405,000  from $8,821,000 for the same period in
1997. This increase is entirely related to marketing support programs associated
with  either  the  newly  acquired  businesses  or  with  introductory  expenses
associated with the Total Hair Fitness brand.


For the nine month  period  ended  September  30, 1998,  selling,  general,  and
administrative expenses increased by 16.7% to $7,770,000 from $6,658,000 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  nine  month  period  ended  September  30,  1998,   depreciation   and
amortization decreased 8.6% to $3,096,000 from $3,386,000 for the same period in
1997. This decrease reflects that certain  intangible assets associated with the
acquisition of the men's personal care business are now fully amortized.


For the nine month period ended September 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 nine month period ended  September 30, 1998,  interest  expense,  net of
interest  income,  increased  17.2% to $4,364,000  from  $3,724,000 for the same
period in 1997. As a result of the  acquisitions  made during the second half of
1997,  cash and cash  equivalents  decreased  significantly  from  previous year
balances.  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 nine month period ended  September  30,  1998,  the Company  recorded an
income tax benefit of $712,000  versus an income tax expense of $445,000 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  September
30, 1998 and 1997 (in thousands).

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                    1998            1997
                                                    ----            ----
Net cash provided by (used in)
  operating activities ..............            $ (4,700)       $  1,102
Net cash used in investing activities                (693)        (16,641)
                                                  --------        --------
Decrease in cash and cash equivalents            $ (5,393)       $(15,539)



                                      -11-


<PAGE>


The principal  adjustments  to reconcile  net loss of $1,114,000  for the period
ended September 30, 1998 to net cash used in operating  activities of $4,700,000
are  depreciation  and  amortization of $3,096,000,  offset by a net increase in
working  capital  requirements of $6,682,000.  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 accrued expenses.

Capital  expenditures,  which were $693,000 for the nine months ended  September
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, 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.  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.


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 remediate 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.


                                      -12-


<PAGE>



Estimated  costs for the complete  system  upgrade,  including any specific Year
2000 requirements,  are projected to be approximately $600,000 of which $350,000
have been incurred through September 30, 1998 and $150,000 are estimated for the
fourth quarter of 1998. 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 June 1999.

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














                                      -13-


<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
               - No  reports on Form 8-K were  filed by the  registrant  during
                 the period covered by this report.









                                      -14-


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









                                      - 15-