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, 1997

                                  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 30, 1997:   9,000


<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           1
               for the Three Months and Nine Months Ended
               September 30, 1997 and September 30, 1996

               Condensed Consolidated Balance Sheets at                  2
               September 30, 1997 and December 31, 1996

               Condensed Consolidated Statements of Cash Flows           3
               for the Nine Months Ended September 30, 1997
               and September 30, 1996

               Notes to Condensed Consolidated Financial Statements      4


       Item 2: Management's Discussion and Analysis of Financial         6
               Condition and Results of Operations


Part II - OTHER INFORMATION

       Item 6: Exhibits and Reports on Form 8-K                         10


               Signature                                                11


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

                                  Unaudited
                               (In Thousands)

                                     THREE MONTHS           NINE MONTHS
                                  ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                     1997     1996          1997      1996

Net sales                          $15,379  $12,756        $38,892  $31,951

Cost of sales                        5,747    3,933         12,783    9,504
                                    ------   ------         ------   ------

Gross margin                         9,632    8,823         26,109   22,447

Distribution and cash discounts      1,122      926          3,128    2,476
Advertising and promotion            3,134    2,218          8,821    5,637
Selling, general and
  administrative expenses            2,503    1,936          6,658    5,280
Depreciation and amortization        1,205    1,155          3,386    3,430
                                    ------   ------         ------   ------

Operating income                     1,668    2,588          4,116    5,624

Other Income                          ---      ---             750     ---
Interest expense-net                (1,289)  (1,276)       ( 3,724) ( 3,967)
                                    ------   ------         ------   ------

Income before income taxes             379    1,312          1,142    1,657

Income tax provision                   148      539            445      680
                                    ------   ------         ------   ------

Net income                         $   231  $   773        $   697  $   977
                                    ======   ======         ======   ======


           See Notes to Condensed Consolidated Financial Statements


                                      -1-


<PAGE>
                              J.B. WILLIAMS HOLDINGS, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                Unaudited
                             (In Thousands)



                                  AT SEPTEMBER 30,1997    AT DECEMBER 31, 1996

ASSETS
Current Assets:
    Cash and cash equivalents           $ 5,662                $21,201
    Accounts receivable, net              9,374                  8,054
    Inventories                          12,626                  3,235
    Other current assets                    979                    570
       Total Current Assets              28,641                 33,060

Property and Equipment, Net               1,002                    929

Intangible Assets, Net                   44,458                 39,222

Other Assets                              3,454                  3,584

TOTAL ASSETS                            $77,555                $76,795


LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
    Accounts payable                    $ 2,662                $ 3,579
    Accrued expenses                      7,336                  6,356
       Total Current Liabilities          9,998                  9,935

Long Term Debt                           50,345                 50,345

Shareholder's Equity:
    Common stock and paid-in capital      9,600                  9,600
    Retained earnings                     7,612                  6,915
    Total Shareholder's Equity           17,212                 16,515

TOTAL LIABILITIES AND
  SHAREHOLDER'S EQUITY                  $77,555                $76,795


           See Notes to Condensed Consolidated Financial Statements


                                      -2-


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

                                Unaudited
                             (In Thousands)

                                             NINE MONTHS ENDED SEPTEMBER 30,

                                                   1997            1996

OPERATING ACTIVITIES:
 Net income                                        $697            $977
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Amortization of intangibles and debt
      issuance costs                              3,084           3,157
    Depreciation and amortization of property
      and equipment                                 302             272
    Changes in operating assets and liabilities:
      Accounts receivable                        (1,320)          1,684
      Inventories                                (1,230)           (157)
      Other current asset                          (409)           (472)
      Accounts payable                             (917)             60
      Accrued expenses                              980          (2,962)
      Other assets                                  (85)             68
Net Cash Provided by Operating Activities         1,102           2,627

INVESTING ACTIVITIES
 Acquisition of San Francisco Soap Business
 and related assets                            $(11,740)
 Acquisition of Viractin Business and
  related assets                                 (4,692)
 Purchase of property and equipment                (245)           (497)
Net Cash Used In Investing Activities           (16,641)           (497)


FINANCING ACTIVITIES - Repurchase
  of Senior Notes                                  ---           (4,655)


Decreases in Cash and Cash Equivalents          (15,539)         (2,525)
Cash and cash equivalents, beginning of year     21,201          19,478
Cash and Cash Equivalents, End of Period         $5,662         $16,953


SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                  $424            $855
Interest paid                                    $6,401          $6,401



          See Notes to Condensed Consolidated Financial Statements


                                      -3-


<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, 1997 and for the three month and nine month periods ended
September 30, 1997 and 1996 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, 1997 and 1996 have been reflected.  All such
adjustments are of a normal recurring nature.  The September 30, 1997 condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December
31, 1996 included in the Company's Annual Report on Form 10-K.

    The results of operations for the period ended September 30, 1997 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.


                                      -4-


<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.  ACQUISITION OF VIRACTIN BUSINESS

    During August 1977, CEP Holdings, Inc., a wholly owned subsidiary of the
Company, acquired from Virotex, Inc. the worldwide rights to the
Viractin<reg-trade-mark> business, consisting of Viractin<reg-trade-mark> cream
and gel treatments for cold sores and fever blisters.  The purchase price for
these assets, excluding $.2 million of purchased inventories, was $4.5 million.

6.  ACQUISITION OF SAN FRANCISCO SOAP COMPANY BUSINESS

    During August 1997 J. B. Williams Company, Inc., a wholly owned subsidiary
of the Company, acquired from Avalon Natural Cosmetics, Inc. the worldwide
rights to the San Francisco Soap Company<reg-trade-mark>,
Body/Body<reg-trade-mark>, Bath & Body Sense<reg-trade-mark> and Spanish
Bath<reg-trade-mark> lines of specialty bath products.  The purchase price for
these assets, excluding $5.7 million of purchased inventories, was $6.0
million.

7.  RECLASSIFICATIONS

    Certain reclassifications have been made to the 1996 financial statements
to conform with the current year's presentation.


                                      -5-


<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 care products (Aqua Velva, Brylcreem, Lectric
Shave, and Williams Mug Soap)  in the United States, Canada, and Puerto Rico,
and oral care products (Cepacol) in the United States and Puerto Rico.  The
Company acquired its personal care products business in January 1993 and its
oral care products business in February 1994, in each case from certain
affiliates of SmithKline Beecham Corporation (collectively, "SKB").

During August 1997 the Company acquired two new brands.  One brand, Viractin,
is a cold sore and fever blister medication that was acquired from Virotex,
Inc. a Houston, Texas based research and development company.  This business
will be managed as part of the Company's oral care products business.  The
second brand is a line of specialty bath products marketed primarily under the
San Francisco Soap Company brand name.  This product line was purchased from
Avalon Natural Cosmetics, Inc. which is a manufacturer located in Petaluma,
California.  This business will be managed as part of Company's personal care
products business.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1997

The following table sets forth certain operating data for the three months
ended September 30, 1997 and 1996.

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED SEPTEMBER 30,
                                                                  (In Thousands)
                                     PERSONAL CARE PRODUCTS           ORAL CARE PRODUCTS        TOTAL COMPANY
                                       1997          1996              1997       1996         1997        1996
<S>                                  <C>            <C>              <C>         <C>          <C>       <C>
NET SALES                            $9,577         $8,561           $5,802      $4,195       $15,379   $12,756
Cost of Goods Sold                    4,084          2,348            1,663       1,585         5,747     3,933
                                     ------         ------           ------      ------       -------   -------
GROSS MARGIN                          5,493          6,213            4,139       2,610         9,632     8,823
Distribution and Cash Discounts         632            528              490         398         1,122       926
Advertising and Promotion             1,844          1,308            1,290         910         3,134     2,218
                                     ------         ------           ------      ------       -------   -------
BRAND CONTRIBUTION                   $3,017         $4,377           $2,359      $1,302         5,376     5,679
Selling, General and Admin. Exp.     ======         ======           ======      ======         2,503     1,936
Depreciation and Amortization                                                                   1,205     1,155
                                                                                              -------   -------
OPERATING INCOME                                                                                1,668     2,588
Interest Expense, Net                                                                           1,289     1,276
                                                                                              -------   -------
INCOME BEFORE INCOME TAXES                                                                        379     1,312
Income Tax Provision                                                                              148       539
                                                                                              -------   -------
NET INCOME                                                                                    $   231     $ 773
                                                                                              =======   =======

</TABLE>


                                      -6


<PAGE>
For the three month period ended September 30, 1997, net sales increased 20.6%
to $15,379,000 from $12,756,000 for the same period in 1996. Of this increase,
$1,413,000 is related to sales of the newly acquired businesses and the balance
reflects continued strong sales on all other products.

For the three month period ended September 30, 1997, cost of goods sold
increased 46.1% to $5,747,000 from $3,933,000 the same period in 1996.  This
increase is primarily related to a combination of the increased sales volumes
and higher manufacturing costs caused by price increases from the Company's
contract manufacturers and component suppliers.  Additionally there was a
charge of $896,000 to cost of goods sold related to a write-up of the inventory
purchased as part of the Viractin and San Francisco Soap acquisitions.

For the three month period ended September 30,1997, distribution expenses and
cash discounts increased 21.1% to $1,122,000 from $926,000 for the same period
in 1996.  This increase is primarily due to the increased sales activity during
this time period.

For the three month period ended September 30, 1997, advertising and promotion
expenses increased 41.3% to $3,134,000 from $2,218,000 for the same period in
1996.  Most of the change versus 1996 is related to increased levels of support
on Aqua Velva and Cepacol as well as spending associated with the recently
acquired San Francisco Soap and Viractin brands.

For the three month period ended September 30, 1997, selling, general, and
administrative expenses increased 29.3% to $2,503,000 from $1,936,000 for the
same period in 1996.  Most of this increase is due to expenses associated with
increased staffing and outside professional services related to the new
businesses as well as increased broker commissions resulting from the increase
in net sales.

For the three month period ended September 30, 1997, depreciation and
amortization increased slightly to $1,205,000 from $1,155,000 for the same
period in 1996.  This increase is related to increased expenses associated with
the recent acquisitions.

For the three month period ended September 30, 1997, interest expense, net of
interest income, increased 1.0% to $1,289,000 from $1,276,000 for the same
period in 1996.   This increase is primarily due to lower interest income as a
result of the expenditure of cash in connection with the acquisition of the San
Francisco Soap and Viractin businesses.

For the three month period ended September 30, 1997, income taxes were $148,000
as compared to $539,000 for the same period in 1996.  The effective tax rate
was 39% for the 1997 interim period and 41% for the same period in 1996.


                                      -7


<PAGE>
Results of Operations for the Nine Month Period Ended September 30, 1997

The following table sets forth certain operating data for the nine months
ended September 30, 1997 and 1996.

<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED SEPTEMBER 30,
                                                                 (In Thousands)
                                     PERSONAL CARE PRODUCTS           ORAL CARE PRODUCTS        TOTAL COMPANY
                                       1997          1996              1997       1996         1997        1996
<S>                                  <C>            <C>              <C>         <C>          <C>       <C>
NET SALES                            $24,641        $20,821          $14,251     $11,130      $38,892   $31,951
Cost of Goods Sold                     8,045          5,394            4,738       4,110       12,783     9,504
                                      ------         ------           ------      ------       -------   -------
GROSS MARGIN                          16,596         15,427            9,513       7,020       26,109    22,447
Distribution and Cash Discounts        1,694          1,344            1,434       1,132        3,128     2,476
Advertising and Promotion              5,877          3,202            2,944       2,435        8,821     5,637
                                      ------         ------           ------      ------       -------   -------
BRAND CONTRIBUTION                   $ 9,025        $10,881          $ 5,135     $ 3,453       14,160    14,334
                                      ======         ======           ======      ======       =======   =======
Selling, General and Admin. Exp.                                                                6,658     5,280
Depreciation and Amortization                                                                   3,386     3,430
                                                                                               -------   -------
OPERATING INCOME                                                                                4,116     5,624
Other Income                                                                                      750      ---
Interest Expense, Net                                                                          (3,724)   (3,967)
                                                                                               -------   -------
INCOME BEFORE INCOME TAXES                                                                      1,142     1,657
Income Tax Provision                                                                              445       680
                                                                                               -------   -------
Net Income                                                                                    $   697   $   977
                                                                                               =======   =======

</TABLE>

For the nine month period ended September 30, 1997, net sales increased 21.7%
to $38,892,000 from $31,951,000 for the same period in 1996.   This increase
is a result of the newly acquired businesses ($1,414,000) and the continued
strong performance of the Company's original brands ($5,527,000).  All of the
Company's original brands reflect sales increases as compared to 1996.

For the nine month period ended September 30, 1997, cost of goods sold
increased 34.5% to $12,783,000 from $9,504,000 for the same period in 1996.
This increase is primarily related to the higher sales volumes combined with
higher manufacturing costs caused by price increases from the Company's
contract manufacturers and component suppliers.   Additionally there was a
charge of $896,000 to cost of goods sold related to a write-up of the
inventory purchased as part of the Viractin and San Francisco Soap
acquisitions.

For the nine month period ended September 30,1997, distribution expenses and
cash discounts increased 26.3% to $3,128,000 from $2,476,000 for the same
period in 1996.  This increase is associated with a combination of higher
sales volumes and the expenses related to a consolidation of the Company's
distribution operations.

For the nine month period ended September 30, 1997, advertising and promotion
expenses increased 56.5% to $8,821,000 from $5,637,000 for the same period in
1996.  This reflects higher levels of marketing support on both the personal
care and oral care businesses well as the promotional spending associated with
the newly acquired businesses.

For the nine month period ended September 30, 1997, selling, general, and
administrative expenses increased by 26.1% to $6,658,000 from $5,280,000 for
the same period in 1996.  This increase is


                                      -8


<PAGE>
primarily related to increased levels of staffing and associated expenses and
higher broker commission payments resulting from the increased sales levels.

For the nine month period ended September 30, 1997, depreciation and
amortization decreased slightly by 1.3% to $3,386,000 from $3,430,000 for the
same period in 1996.

For the nine month period ended September 30, 1997, interest expense, net of
interest income, decreased 6.1% to $3,724,000 from $3,967,000 for the same
period in 1996.   This reduction is primarily due to lower interest expense as
a result of the reduction in the outstanding principal amount of the Senior
Notes as a result of the repurchase by the Company of $4,655,000 in
outstanding principal amount.  See "Liquidity and Capital Resources."

For the nine month period ended September 30, 1997, income taxes were $445,000
versus $680,000 for the same period in 1996.  The effective tax rate was 41%
for 1997 and 39% for the 1996 interim period.


LIQUIDITY AND CAPITAL RESOURCES

The following chart summarizes the net funds provided and/or used in
operating, financing and investing activities for the periods ended September
30, 1997 and 1996 (in thousands).

                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                    1997          1996
Net cash provided by operating activities          $1,102        $2,627
Net cash used in investing activities             (16,641)         (497)
Net cash used in financing activities                ---         (4,655)
Decrease in cash and cash equivalents            $(15,539)      $(2,525)

The principal adjustments to reconcile net income of $697,000 for the nine
month period ended September 30, 1997 to net cash used in operating activities
of $1,102,000 are depreciation and amortization of $3,386,000, offset by a net
increase in working capital requirements of $2,981,000.  The working capital
increase is primarily due to higher levels of accounts receivables and
inventories.

Cash used in investing activities for the nine months period ending September
30, 1997 consists of $16.4 million in payments made by the Company as part of
the acquisition of the San Francisco Soap Company ($11.7 million) and Viractin
brands ($4.7 million).   Capital expenditures, which were $.2 million for the
nine months ended September 30, 1997, are generally not significant in the
Company's business and 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 September 30, 1996.  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 and Viractin businesses, cash
and cash equivalents decreased from $21,201,000 on December 31, 1996, to


                                      -9-


<PAGE>
$5,662,000 on September 30, 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, 1998 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

             - Exhibit 10 - Secured Credit Line dated August 29, 1997, between
                            J.B. Williams Company, Inc. and Bank of New York,
                            N.A., together with Master Promissory Note.

         (b) Reports on Form 8-K
             -  The Company filed a report on Form 8-K on November 4, 1997,
                covering the acquisition by the Company of the San Francisco
                Soap Company business.  No financial statements were required
                to be included in this report


                                      -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: NOVEMBER 12, 1997        /S/ KEVIN C. HARTNETT 
                                  --------------------------------------
                                 Name:  Kevin C. Hartnett
                                 Title: Vice President and Chief
                                        Financial Officer


                                      -12-


<PAGE>