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 April 3, 1999

                                       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 May 1, 1999: 10,000



<PAGE>


                          J.B. Williams Holdings, Inc.

                                    I N D E X



                                                                           Page

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

    Item 1:  Financial Statements (Unaudited):

             Condensed Consolidated Statements of Operations for the         1
             Thirteen Weeks Ended April 3, 1999 and the Three Months
             Ended March 31, 1998

             Condensed Consolidated Balance Sheets at April 3, 1999          2
             and December 31, 1998

             Condensed Consolidated Statements of Cash Flows for the         3
             Thirteen Weeks Ended April 3, 1999 and the Three Months
             Ended March 31, 1998

             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 2:  Changes in Securities                                          10

    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)




                                                       Thirteen Weeks Ended
                                                  ------------------------------
                                                   April 3,            March 31,
                                                     1999                1998
                                                  --------            ---------

Net sales                                         $14,209             $15,777

Cost of sales                                       5,651               5,727
                                                    -----               -----

Gross margin                                        8,558              10,050

Distribution and cash discounts                     1,243               1,355
Advertising and promotion                           3,904               3,905
Selling, general and administrative expenses        2,790               2,859
Depreciation and amortization                       1,049               1,027
                                                   ------               -----

Operating income (loss)                              (428)                904

Interest expense-net                                1,503               1,438
                                                    ------              -----

Loss before income tax benefit                     (1,931)               (534)

Income tax benefit                                   (791)               (208)
                                                   -------             -------


Net loss                                          $(1,140)              $(326)
                                                  ========              ======




Loss per share - basic and diluted                $114.00               $34.93

Weighted average shares outstanding                10,000               9,333


            See Notes to Condensed Consolidated Financial Statements





                                      -1-
<PAGE>








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

                                    Unaudited
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                          At April 3, 1999      At December 31, 1998
                                                          ----------------      --------------------
ASSETS
------
Current Assets:
      <S>                                                      <C>                      <C>   
      Cash and cash equivalents                                $5,199                   $6,263
      Accounts receivable, net                                 11,295                   15,187
      Inventories                                              10,411                   10,809
      Other current assets                                        621                      662
                                                              -------                 --------
         Total Current Assets                                  27,526                   32,921

Property and Equipment, Net                                     1,681                    1,350

Intangible Assets, Net                                         41,861                   42,638
Other Assets                                                    4,390                    3,252
                                                               ------                   ------

TOTAL ASSETS                                                  $75,458                  $80,161
                                                              =======                  =======


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current Liabilities:
      Accounts payable                                         $3,056                   $3,510
      Accrued expenses
                                                                4,854                    7,963
                                                                -----                    -----
         Total Current Liabilities                              7,910                   11,473
                                                                -----                   ------

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

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

Shareholder's Equity:
      Common stock and paid-in capital                         10,800                   10,800
      Notes receivable from sales of common stock              (1,200)                  (1,200)
      Retained earnings                                         6,929                    8,069
                                                                -----                    -----

         Total Shareholder's Equity                            16,529                   17,669
                                                               ------                   ------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                    $75,458                  $80,161
                                                              =======                  =======
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                      -2-
<PAGE>




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

                                    Unaudited
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                   Thirteen Weeks Ended
                                                                 ------------------------
                                                                  April 3,       March 31,
                                                                    1999            1998
                                                                 ---------       --------

OPERATING ACTIVITIES:
<S>                                                              <C>              <C>   
Net loss                                                         $(1,140)         $(326)
Adjustments to reconcile net loss to net cash used in
operating activities:
       Amortization of intangibles and debt issuance costs           906            910
       Depreciation and amortization of property and equipment       143            117
       Changes in operating assets and liabilities:
           Accounts receivable                                     3,892          5,110
           Inventories                                               398         (2,777)
           Other current assets                                       41           (236)
           Accounts payable                                         (454)           969
           Accrued expenses                                       (3,109)        (4,750)
           Other assets                                           (1,267)           (65)
                                                                  -------       --------
Net Cash Used In Operating Activities                               (590)        (1,048)
                                                                 --------       --------



INVESTING ACTIVITIES - Purchases of property and equipment          (474)          (167)
                                                                 --------       --------



DECREASE IN CASH AND CASH EQUIVALENTS                             (1,064)        (1,215)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     6,263          7,375
                                                                  ------         ------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $5,199         $6,160
                                                                  ======         ======



SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                   $242           $583
Interest paid                                                     $3,021         $3,021



SUPPLEMENTAL NON-CASH INVESTING ACTIVITIES:
Notes receivable from sales of common stock                         ----         $1,196

</TABLE>



            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.

      Commencing  January 1, 1999, the Company  changed its annual fiscal period
      to a fifty two week  period  consisting  of four  thirteen  weeks  interim
      periods  with the fsical year ending  January 1, 2000.  The change did not
      materially  impact  reported  results of operations  for the first interim
      period of fiscal 1999.

      The accompanying  unaudited condensed consolidated financial statements as
      of April 3, 1999 and for the  thirteen  weeks  ended April 3, 1999 and the
      three months ended March 31, 1998 have been  prepared in  accordance  with
      the  instructions to Form 10-Q. All  adjustments  which, in the opinion of
      the management of the Company,  are necessary for a fair  presentation  of
      the condensed  consolidated  financial  statements  for the thirteen weeks
      ended  April 3, 1999 and the three  months  ended March 31, 1998 have been
      reflected.  All such  adjustments are of a normal  recurring  nature.  The
      April 3, 1999 condensed  consolidated  financial statements should be read
      in  conjunction  with the  consolidated  financial  statements  and  notes
      thereto for the year ended  December  31, 1998  included in the  Company's
      Annual Report on Form 10-K.

      The  results  of  operations  for the period  ended  April 3, 1999 are not
      necessarily indicative of the operating results for the full year.

2.    LONG TERM DEBT

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

3.    FINANCIAL INFORMATION CONCERNING GUARANTORS

      The Senior  Notes are  guaranteed  by each of the  Company's  wholly-owned
      subsidiaries,  which  constitute  all of the Company's  direct or indirect
      subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantors have
      fully  and  unconditionally  guaranteed  the  Senior  Notes on a joint and
      several basis; and the aggregate assets, liabilities,  earnings and equity
      of the Subsidiary  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



                                      -4-
<PAGE>




      not be material to investors.  Accordingly,  separate financial statements
      and  other  disclosures  concerning  the  Subsidiary  Guarantors  are  not
      included herein.

4.    CHANGES IN SECURITIES

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

5.    RECLASSIFICATIONS

      Certain  reclassifications have been made to the 1998 financial statements
      to conform with the current year's presentation.





                                      -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 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  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
elixirs and cold sore medications.


CHANGE IN ANNUAL FISCAL YEAR

Commencing  January 1, 1999,  the Company  changed its annual fiscal period to a
fifty two week period consisting of four thirteen weeks interim periods with the
fiscal  year  ending  January 1, 2000.  The  change  did not  materially  impact
reported results of operations for the first interim period of fiscal 1999.


RESULTS OF OPERATIONS FOR THE PERIOD ENDED APRIL 3, 1999

The following  table sets forth certain  operating  data for the thirteen  weeks
ended April 3, 1999 and the three months ended March 31, 1998.

<TABLE>
<CAPTION>

                                                       Periods Ended April 3, 1999 and March 31, 1998
                                           ---------------------------------------------------------------------
                                                                       (In Thousands)
                                           Personal Care Products   Health Care Products       Total Company
                                           ----------------------   --------------------       -------------
                                                1999        1998        1999        1998        1999        1998
                                            --------    --------    --------    --------    --------    --------
                                                                                                      
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>     
Net Sales                                   $  8,739    $ 10,529    $  5,470    $  5,248    $ 14,209    $ 15,777
Cost of Goods Sold                             3,651       3,971       2,000       1,756       5,651       5,727
                                            --------    --------    --------    --------    --------    --------
Gross Margin                                   5,088       6,558       3,470       3,492       8,558      10,050
Distribution and Cash Discounts                  745         886         498         469       1,243       1,355
Advertising and Promotion                      2,740       2,196       1,164       1,709       3,904       3,905
                                            --------    --------    --------    --------    --------    --------
Brand Contribution                          $  1,603    $  3,476    $  1,808    $  1,314       3,411       4,790
                                            ========    ========    ========    ========
Selling, General and Admin. Exp.                                                               2,790       2,859
Depreciation and Amortization                                                                  1,049       1,027
                                                                                            --------    --------
Operating Income (Loss)                                                                         (428)        904
Interest Expense, Net                                                                          1,503       1,438
                                                                                            --------    --------
Loss Before Income Tax Benefit                                                                (1,931)       (534
Income Tax Benefit                                                                              (791)       (208
                                                                                            --------    --------
Net Loss                                                                                    $ (1,140)   $   (326
                                                                                            ========    ========
</TABLE>


                                      -6-
<PAGE>






For the period ended April 3, 1999, net sales decreased 9.9% to $14,209,000 from
$15,777,000  for the  comparable  period in 1998.  This decrease is due to lower
sales associated with the personal care business, particularly on the Total Hair
Fitness line of shampoo's and conditioners.  Of the $1,568,000 decrease in total
company sales versus 1998,  approximately  $1,200,000 reflects the impact of the
retail  inventory  build  associated  with the launch of the Total Hair  Fitness
business in 1998 with the balance  reflecting  lower sales  results for the Aqua
Velva, Brylcreem and Lectric Shave businesses.

For the  period  ended  April 3,  1999,  cost of goods  sold  decreased  1.3% to
$5,651,000 from  $5,727,000 for the comparable  period in 1998. This decrease is
directly   linked  to  the  Company=s  lower  sales  volumes  offset  by  higher
manufacturing  costs. Most of the increase in manufacturing costs are related to
one time  expenses  associated  with the shutdown of the gift  set/special  pack
assembly operation that the Company operated during 1998 and with the March 1999
re-launch of the entire San Francisco Soap product line.

For the period ended April 3, 1999,  distribution  expenses  and cash  discounts
decreased 8.3% to $1,243,000 from $1,355,000 for the comparable  period in 1998.
This  decrease  is  primarily  associated  with the  overall  decrease  in sales
volumes.

For the period  ended  April 3, 1999,  advertising  and  promotion  expenses  of
$3,904,000  remained virtually  unchanged versus the $3,905,000 spent during the
comparable  period  in  1998.  Marketing  spending  in 1999  has  been  focussed
primarily on the  re-launch of the San  Francisco  Soap  business and  continued
support behind the Total Hair Fitness line of shampoos and  conditioners for men
that was introduced during 1998.

For the period ended April 3, 1999, selling, general and administrative expenses
decreased  slightly by 2.4% to $2,790,000  from  $2,859,000  for the  comparable
period  in 1998.  Most of the  decrease  is caused  by lower  broker  commission
payments associated with the decline in net sales.

For the period ended April 3, 1999, depreciation and amortization increased 2.1%
to $1,049,000 from  $1,027,000 for the comparable  period in 1998. This increase
is related to slightly higher levels of  depreciation  that reflects the capital
spending  in 1998 and 1999  associated  with the  replacement  of the  Company's
business and financial systems.

For the period ended April 3, 1999,  interest  expense,  net of interest income,
increased 4.5% to $1,503,000 from $1,438,000 for the comparable  period in 1998.
Slightly  lower  levels of cash have  resulted  in a  corresponding  decrease in
interest  income,  thereby  resulting  in an overall  net  increase  in interest
expense.

For the period ended April 3, 1999,  the Company  recorded an income tax benefit
of $791,000  versus an income tax benefit of $208,000 for the comparable  period
in 1998.  The effective tax rate was 41% for the 1999 interim period and 39% for
the comparable interim period in 1998.






                                      -7-
<PAGE>






As a result of the foregoing,  the Company  realized a net loss of  $(1,139,000)
for the period ended April 3, 1999. This compares unfavorably with a net loss of
$(326,000)  for the  comparable  period in 1998.  Most of this  variance  can be
attributed  to the  profit  effect  of the lower  sales  volumes  and  increased
manufacturing costs,  primarily associated with the San Francisco Soap business,
that are not expected to be of a recurring nature.


LIQUIDITY AND CAPITAL RESOURCES

The following chart  summarizes the net funds provided and/or used in operating,
financing and investing  activities  for the thirteen  weeks ended April 3, 1999
and the three months ended March 31, 1998 (in thousands).


                                                           Period Ended
                                                           ------------
                                                April 3, 1999     March 31, 1998
                                                -------------     --------------
Net cash used in operating activities              $  (590)          $(1,048)
Net cash used in investing activities                 (474)             (167)
Decrease in cash and cash equivalents              $(1,064)          $(1,215)

The principal  adjustments to reconcile net loss of $(1,139,000)  for the period
ended April 3, 1999 to net cash used in operating  activities of $(590,000)  are
depreciation and amortization of $1,049,000, offset by a net increase in working
capital  requirements  of $500,000.  The working  capital  increase is primarily
linked to generally lower levels of accrued expenses.

Capital  expenditures,  which were  $474,000 for the period ended April 3, 1999,
are  generally  not   significant   in  the  Company's   business.   Aside  from
approximately  $.6  million  that  the  Company  has  budgeted  in 1999  for the
replacement  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 as of December 31, 1998 and April 3, 1999.  Management  expects that
cash on hand and  internally  generated  funds will provide  sufficient  capital
resources to finance the Company's operations and meet interest  requirements on
the Senior  Notes,  both in respect of the short term as well as during the long
term.  Since there can be no guarantee  that the Company will generate  internal
funds  sufficient to 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.






                                      -8-
<PAGE>




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.

Estimated  costs for the complete  system  upgrade,  including any specific Year
2000 requirements,  are projected to be approximately $900,000 of which $600,000
have been  incurred  through  March 31, 1999 and $300,000 are  estimated for the
remainder of 1999. 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 July 1999.

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






                                      -9-
<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.





                                      -10-
<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:   May 14, 1999           /s/ KEVIN C. HARTNETT
        -------------          -------------------------------------------------
                               Name:  Kevin C. Hartnett
                               Title: Vice President and Chief Financial Officer






                                      -11-