SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM 10-Q

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

                   For the quarterly period ended July 1, 2000

                                       OR

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


                        Commission file number: 33-83734
                                                --------

                          J. B. WILLIAMS HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

                               65 Harristown Road
                           Glen Rock, New Jersey 07452

          (Address of Principal Executive Offices, including Zip Code)



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

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

                                            Yes       No  X
                                               -----    -----

Number of shares of the issuer's Common Stock,  par value $0.01,  outstanding as
of July 31, 2000: 10,000






<PAGE>


                          J.B. Williams Holdings, Inc.

                                    I N D E X

                                                                           Page

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

          Item 1: Financial Statements (Unaudited):

                  Condensed Consolidated Statements of Operations for the
                  Thirteen Weeks and Twenty Six Weeks Ended July 1, 2000
                  and July 3, 1999 .........................................  3

                  Condensed Consolidated Balance Sheets at July 1, 2000
                  and January 1, 2000 ......................................  4

                  Condensed Consolidated Statements of Cash Flows for the
                  Thirteen Weeks and Twenty Six Weeks Ended July 1, 2000
                  and July 3, 1999 .........................................  5

                  Notes to Condensed Consolidated Financial Statements .....  6


          Item 2: Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ......................  7



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

          Item 6: Exhibits and Reports on Form 8-K ......................... 11

          Signature ........................................................ 12











                                      -2-
<PAGE>




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

                                    Unaudited
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                     Thirteen     Thirteen    Twenty-Six     Twenty-Six
                                                       Weeks        Weeks       Weeks          Weeks
                                                       Ended        Ended       Ended          Ended
                                                       July 1,      July 3,     July 1,        July 3,
                                                        2000         1999        2000           1999
                                                       ------       ------      ------         ------
<S>                                                  <C>          <C>          <C>           <C>
Net sales ......................................     $ 14,501     $ 15,488     $ 27,098      $ 29,697

Cost of sales ..................................        4,946        5,614        9,543        11,265
                                                     --------     --------     --------      --------

Gross margin ...................................        9,555        9,874       17,555        18,432
Distribution and cash discounts ................          956        1,265        1,836         2,608
Advertising and promotion ......................        2,594        3,225        6,574         7,129
Selling, general and administrative expenses ...        2,901        2,769        5,820         5,559
Depreciation and amortization ..................        1,067        1,033        2,120         2,082
                                                     --------     --------     --------      --------

Operating income ...............................        2,037        1,482        1,205         1,054

Interest expense-net ...........................        1,290        1,452        2,615         2,955
                                                     --------     --------     --------      --------

Income (loss) before income taxes ..............          747           30       (1,410)       (1,901)

Income tax provision (benefit) .................          306           12         (578)         (779)
                                                     --------     --------     --------      --------
Net income (loss) ..............................     $    441     $     18     $   (832)     $ (1,122)
                                                     ========     ========     ========      ========



Income (loss) per share - basic and diluted          $  44.10     $   1.80     $ (83.20)     $(112.20)

Weighted average shares outstanding ............       10,000       10,000       10,000        10,000
</TABLE>




            See Notes to Condensed Consolidated Financial Statements



                                      -3-
<PAGE>




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

                                    Unaudited
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                        At July 1, 2000    At January 1, 2000
                                                        ---------------    ------------------
ASSETS
------
<S>                                                        <C>                 <C>
Current Assets:
       Cash and cash equivalents .................         $  6,022            $ 11,113
       Accounts receivable, net ..................            8,785              14,144
       Inventories ...............................           11,786               6,404
       Other current assets ......................              587                 831
                                                           --------            --------
           Total Current Assets ..................           27,180              32,492

Property and Equipment, Net ......................            2,115               2,005

Intangible Assets, Net ...........................           38,273              39,744
Other Assets .....................................            4,777               4,956
                                                           --------            --------

TOTAL ASSETS .....................................         $ 72,345            $ 79,197
                                                           ========            ========


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current Liabilities:

       Accounts payable ..........................         $  3,802            $  3,195
       Accrued expenses ..........................            6,152               7,290
           Total Current Liabilities .............            9,954              10,485
                                                           --------            --------

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

Long Term Debt ...................................           44,856              50,345
                                                           --------            --------


Shareholders' Equity:
       Common stock and paid-in capital ..........           10,804              10,804
       Notes receivable from sales of common stock           (1,204)             (1,204)
       Retained earnings .........................            7,472               8,304
                                                           --------            --------
Total Shareholders' Equity .......................           17,072              17,904
                                                           --------            --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......         $ 72,345            $ 79,197
                                                           ========            ========
</TABLE>







            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>

                                                                       Twenty Six Weeks    Twenty Six Weeks
                                                                             Ended               Ended
                                                                            July 1,             July 3,
                                                                             2000                1999
                                                                             ----                ----
<S>                                                                      <C>                  <C>
OPERATING ACTIVITIES:
    Net (loss) ..................................................        $   (832)            $ (1,122)
    Adjustments to reconcile net loss to net cash provided
    by operating activities:
       Amortization of intangibles and debt issuance costs ......           1,788                1,795
       Depreciation and amortization of property and equipment                332                  287
       Changes in operating assets and liabilities:
       Accounts receivable ......................................           5,359                6,237
       Inventories ..............................................          (5,382)              (1,206)
       Other current assets .....................................             244                   92
       Accounts payable .........................................             607                 (215)
       Accrued expenses and other liabilities ...................          (1,138)              (2,469)
       Other assets .............................................              44               (1,990)
                                                                         --------             --------
Net Cash Provided By Operating Activities .......................           1,022                1,409
                                                                         --------             --------

INVESTING ACTIVITIES:

    Purchases of property and equipment .........................            (450)                (760)
    Acquisition of trademark and contingent payments ............            (174)                 --
                                                                         --------             --------
       Net Cash Used in Investing Activities ....................            (624)                (760)
                                                                         --------             --------

FINANCING ACTIVITIES:

    Repayment of Senior Notes ...................................          (5,489)                 --
                                                                         --------             --------
       Net Cash Used in Financing Activities ....................          (5,489)                 --
                                                                         --------             --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................          (5,091)                 649
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................          11,113                6,263
                                                                         --------             --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................        $  6,022             $  6,912
                                                                         ========             ========
SUPPLEMENTAL CASH FLOW INFORMATION:

    Income taxes paid ...........................................        $     54             $    242
    Interest paid ...............................................        $  3,156             $  3,021
</TABLE>







            See Notes to Condensed Consolidated Financial Statements







                                      -5-
<PAGE>








                          J.B. Williams Holdings, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.     BASIS OF ACCOUNTING AND ORGANIZATION

       The consolidated  financial  statements  include J.B. Williams  Holdings,
       Inc. and its wholly-owned  subsidiaries:  J.B.  Williams  Company,  Inc.,
       After Shave Products Inc.,  Pre-Shave  Products Inc.,  Hair Care Products
       Inc.,  and CEP  Holdings  Inc.  (collectively  the  "Company").  Brynwood
       Partners II L.P., a private partnership formed under Delaware law, is the
       majority owner of the capital stock of the Company.

       The accompanying unaudited condensed consolidated financial statements as
       of July 1, 2000 and for the  thirteen  week and twenty  six week  periods
       ended July 1, 2000 and the  thirteen  week and  twenty  six week  periods
       ended July 3, 1999 have been prepared in accordance with the instructions
       to Form 10-Q. All adjustments  which, in the opinion of the management of
       the Company,  are  necessary  for a fair  presentation  of the  condensed
       consolidated  financial  statements  for the thirteen week and twenty six
       week periods  ended July 1, 2000 and for the thirteen week and twenty six
       week  periods  ended  July  3,  1999,  have  been  reflected.   All  such
       adjustments are of a normal recurring nature.  The July 1, 2000 condensed
       consolidated  financial statements should be read in conjunction with the
       consolidated  financial  statements  and notes thereto for the year ended
       January 1, 2000 included in the Company's Annual Report on Form 10-K.

       The  results  of  operations  for the  period  ended July 1, 2000 are not
       necessarily indicative of the operating results for the full year.

2.     LONG TERM DEBT

       Long term debt consists of $44.9 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.

4.     RECLASSIFICATIONS

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




                                      -6-
<PAGE>




                          J. B. Williams Holdings, Inc.
                  Item 2 - Management's Discussion and Analysis
                of Financial Condition and Results of Operations

GENERAL

J. B.  Williams  Holdings,  Inc.  (the  "Company"),  through  its  subsidiaries,
distributes  and sells  personal and health care products in the United  States,
Canada and Puerto Rico.  The personal care products  business  includes the Aqua
Velva, Brylcreem,  Williams Lectric Shave, Williams Mug Soap, Total Hair Fitness
and the San Francisco Soap Company brands.  The health care products business is
comprised of the Cepacol and Viractin  brands,  a broad line of oral health care
products that includes  mouthwash,  sore throat lozenges and sprays,  children's
sore throat formulas and cold sore medications.

RESULTS OF OPERATIONS FOR THE THIRTEEN WEEK PERIOD ENDED JULY 1, 2000

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

<TABLE>
<CAPTION>

                                                    Periods Ended July 1, 2000 and July 3, 1999
                                        -----------------------------------------------------------------
                                                                   (In Thousands)
                                        Personal Care Products   Health Care Products     Total Company
                                        ----------------------   --------------------   -----------------
                                            2000       1999        2000        1999       2000       1999
                                            ----       ----        ----        ----       ----       ----
<S>                                       <C>        <C>          <C>        <C>        <C>        <C>
Net Sales .........................       $10,054    $11,145      $ 4,447    $ 4,343    $14,501    $15,488
Cost of Goods Sold ................         3,230      3,806        1,716      1,808      4,946      5,614
                                          -------    -------      -------    -------    -------    -------
Gross Margin ......................         6,824      7,339        2,731      2,535      9,555      9,874
Distribution and Cash Discounts ...           603        877          353        488        956      1,365
Advertising and Promotion .........         1,902      2,316          692        909      2,594      3,225
                                          -------    -------      -------    -------    -------    -------
Brand Contribution ................       $ 4,317    $ 4,146      $ 1,688    $ 1,138      6,005      5,284
                                          =======    =======      =======    =======
Selling, General and Admin. Exp ...                                                       2,901      2,769
Depreciation and Amortization .....                                                       1,067      1,033
                                                                                        -------    -------
Operating Income ..................                                                       2,037      1,482
Interest Expense, Net .............                                                       1,290      1,452
                                                                                        -------    -------
Income Before Income Taxes ........                                                         747         30
Income Tax Provision ..............                                                         306         12
                                                                                        -------    -------
Net Income ........................                                                     $   441    $    18
                                                                                        =======    =======
</TABLE>



For the thirteen  week period ended July 1, 2000,  net sales  decreased  6.4% to
$14,501,000  from  $15,488,000  for the same  period in 1999.  This  decrease is
primarily  related  to  lower  sales  on the San  Francisco  Soap  product  line
resulting from the absence of any large  distribution  gains, as realized during
this same period in 1999 when the entire line was being relaunched.

For the thirteen  week period ended July 1, 2000,  cost of goods sold  decreased
11.9% to $4,946,000  from  $5,614,000 for the same period in 1999. This decrease
is  primarily  related to the lower  sales  volumes  and to lower  manufacturing
costs,  as 1999 was impacted  unfavorably  by the sales of several  discontinued
products at close out pricing.




                                      -7-
<PAGE>


For the thirteen week period ended July 1, 2000,  distribution expenses and cash
discounts  decreased  30.0% to $956,000 from  $1,365,000  for the same period in
1999.  This  decrease is due to lower  sales  volumes and the absence of certain
extraordinary  charges incurred during 1999 that were primarily related to order
fulfillment and shipping issues on the San Francisco Soap business.

For the  thirteen  week period  ended July 1, 2000,  advertising  and  promotion
expenses  decreased  19.6% to $2,594,000  from $3,225,000 for the same period in
1999.  During  this period of time in 1999,  the  Company  had spent  heavily in
support of the re-launch of the San Francisco Soap business and the 1999 Mothers
Day gift set program.

For  the  thirteen  week  period  ended  July 1,  2000,  selling,  general,  and
administrative  expenses  increased 4.8% to $2,901,000  from  $2,769,000 for the
same period in 1999. Most of this increase is related to generally higher levels
of salaries and management  consulting expenses partially offset by lower broker
commission payments associated with the decline in net sales.

For the thirteen week period ended July 1, 2000,  depreciation  and amortization
of  $1,067,000  is slightly  higher from the  $1,033,000  expensed  for the same
period in 1999.

For the  thirteen  week  period  ended July 1, 2000,  interest  expense,  net of
interest  income,  decreased  11.0% to $1,290,000  from  $1,452,000 for the same
period in 1999.  Higher  levels  of cash  yielded a  corresponding  increase  in
interest income, resulting in an overall net decrease in interest expense.

For the thirteen week period ended July 1, 2000, the Company recorded income tax
expense of $306,000  versus  $12,000 for the same period in 1999.  The effective
tax rate was 41% for both interim periods.

RESULTS OF OPERATIONS FOR THE TWENTY SIX WEEK PERIOD ENDED JULY 1, 2000

The following table sets forth certain  operating data for the twenty-six  weeks
ended July 1, 2000 and July 3, 1999.

<TABLE>
<CAPTION>

                                                        Periods Ended July 1, 2000 and July 3, 1999
                                         -----------------------------------------------------------------------
                                                                       (In Thousands)
                                         Personal Care Products     Health Care Products        Total Company
                                         ----------------------     --------------------    --------------------
                                             2000        1999         2000       1999         2000       1999
                                             ----        ----         ----       ----         ----       ----
<S>                                       <C>          <C>          <C>         <C>         <C>         <C>
Net Sales .........................       $ 18,369     $ 19,884     $  8,729    $  9,813    $ 27,098    $ 29,697
Cost of Goods Sold ................          6,193        7,457        3,350       3,808       9,543      11,265
                                          --------     --------     --------    --------    --------    --------
Gross Margin ......................         12,176       12,427        5,379       6,005      17,555      18,432
Distribution and Cash Discounts ...          1,123        1,622          713         986       1,836       2,608
Advertising and Promotion .........          4,072        5,056        2,502       2,073       6,574       7,129
                                          --------     --------     --------    --------    --------    --------
Brand Contribution ................       $  6,981     $  5,749     $  2,164    $  2,946       9,145       8,695
                                          ========     ========     ========    ========
Selling, General and Admin. Exp ...                                                            5,820        5,559
Depreciation and Amortization .....                                                            2,120        2,082
                                                                                            --------    --------
Operating Income ..................                                                            1,205        1,054
Interest Expense, Net .............                                                            2,615        2,955
                                                                                            --------    --------
(Loss) Before Income Taxes ........                                                           (1,410)      (1,901)
Income Tax Benefit ................                                                             (578)        (779)
                                                                                            --------    --------
Net (Loss) ........................                                                         $   (832)    $ (1,122)
                                                                                            ========    ========
</TABLE>

                                      -8-
<PAGE>






For the twenty-six  week period ended July 1, 2000, net sales  decreased 8.8% to
$27,098,000  from  $29,697,000  for the same  period in 1999.  This  decrease is
primarily  due to lower sales of the Cepacol  cough/cold  products  caused by an
abrupt end to the  cough/cold  season as compared to 1999 and lower sales on the
San Francisco Soap product line,  resulting from distribution  losses at several
customers  and the  Company's  decision  to not offer a gift set program for the
2000 Mothers Day season.

For the twenty-six  week period ended July 1, 2000, cost of goods sold decreased
15.3% to $9,543,000 from  $11,265,000 for the same period in 1999. This decrease
is directly linked to the Company's lower sales volumes  combined with generally
lower manufacturing  costs on the San Francisco Soap products.  During 1999, the
San Francisco Soap business incurred certain one-time  expenses  associated with
the  shutdown  of the gift set and  special  pack  assembly  operation  that the
Company operated during 1998 and with the March 1999 re-launch of the entire San
Francisco Soap product line.

For the  twenty-six  week period ended July 1, 2000,  distribution  expenses and
cash discounts decreased 29.6% to $1,836,000 from $2,608,000 for the same period
in 1999.  This decrease is due to lower sales volumes and the absence of certain
extraordinary  charges incurred during 1999 that were primarily related to order
fulfillment and shipping issues on the San Francisco Soap business.

For the  twenty-six  week period ended July 1, 2000,  advertising  and promotion
expenses  decreased  7.8% to $6,574,000  from  $7,129,000 for the same period in
1999.  This overall  reduction in marketing  support  reflects  program  savings
associated  with the San Francisco  Soap business,  which  incurred  significant
expenses during this period of time in 1999 associated with the re-launch of the
brand  and with the 1999  Mothers  Day gift  set  program.  These  savings  were
partially offset by an increase in spending on the Health Care Products business
as there was a national  marketing  program  supporting  the Cepacol  brand that
occurred in January 2000.

For the  twenty-six  week  period  ended July 1,  2000,  selling,  general,  and
administrative  expenses increased by 4.7% to $5,820,000 from $5,559,000 for the
same period in 1999. This increase  reflects somewhat higher staffing levels and
consulting  expenses  during  the first half of 2000  versus the same  period in
1999.

For the twenty-six week period ended July 1, 2000, depreciation and amortization
of $2,120,000 increased slightly from $2,082,000 for the same period in 1999.

For the  twenty-six  week period ended July 1, 2000,  interest  expense,  net of
interest  income,  decreased  26.7% to $2,615,000  from  $2,955,000 for the same
period in 1999.  Higher  levels  of cash  yielded a  corresponding  increase  in
interest  income and combined with lower  interest  expense,  as a result of the
repurchase by the Company of $5,489,000 in outstanding  principal  amount of its
Senior Notes, resulted in an overall net decrease in interest expense.

For the  twenty-six  week  period  ended July 1, 2000,  an income tax benefit of
$578,000 was recorded  compared with a similar tax benefit of $779,000  recorded
during the same period in 1999.  The effective tax rate was 41% for both interim
periods.





                                      -9-
<PAGE>






LIQUIDITY AND CAPITAL RESOURCES

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

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

Net cash provided by operating activities ...........    $ 1,022       $ 1,409
Net cash used in investing activities ...............       (624)         (760)
Net cash used in financing activities ...............     (5,489)           --
                                                         -------       -------
Increase (decrease) in cash and cash equivalents ....    $(5,091)      $   649


The principal adjustments to reconcile net loss of $832,000 for the period ended
July 1, 2000 to net cash  provided by operating  activities  of  $1,022,000  are
depreciation and amortization of $2,120,000, offset by a net increase in working
capital  requirements  of $266,000.  The working  capital  increase is primarily
linked to higher  levels of  inventory  and lower  levels of accruals  partially
offset by lower accounts receivable balances.

Capital expenditures, which were $450,000 for the six months ended July 1, 2000,
are  generally  not  significant  in the  Company's  business.  Except for funds
previously  identified for certain  packaging  improvements  and computer system
upgrades,  the Company currently has no material  commitments for future capital
expenditures.

As a result of the Senior  Notes,  the Company  had $50.3  million of total debt
outstanding as of January 1, 2000. Pursuant to the terms of the Senior Notes, on
April 12, 2000, the Company made an offer to purchase from the holders  thereof,
on a pro rata basis, an aggregate  principal amount of Senior Notes equal to the
Company's  Free Cash Flow (as defined in the Senior Notes) at the purchase price
equal to 100% of the principal amount of the Senior Notes plus accrued interest.
Pursuant to this offer, on May 16, 2000, the Company purchased Senior Notes from
certain holders thereof for an aggregate of $5,489,000.

As a result of this  repurchase,  the  Company's  cash  position  and total debt
outstanding have both been reduced accordingly.  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 is
planning to extend its secured  line of credit with the Bank of New York through
August 31,  2001 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.





                                      -10-
<PAGE>






                           Part II - Other Information

     Item 6 - Exhibits and Reports on Form 8-K

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




























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
















                                      -12-