SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    Form 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       For the fiscal year ended March 31, 2000 Commission File No. 0-6436

                            BLOCK DRUG COMPANY, INC.
             (Exact name of registrant as specified in its charter)


 New Jersey                                               22-1375645
(State or other jurisdiction of
 incorporation or organization)              I.R.S. Employer Identification No.)

257 Cornelison Avenue, Jersey City, New Jersey             07302-9988
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code       (201) 434-3000

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                 Name of each exchange on which registered
      None                                            None

           Securities registered pursuant to Section 12(g) of the Act:

                      Class A Common Stock - $.10 par value
                                (Title of Class)

Indicate by check mark whether  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,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes X No _

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No _

As of June 6,  2000,  nonaffiliates  held no voting  shares  of the  Registrant;
therefore,  the aggregate market value of voting shares held by nonaffiliates is
zero. As of June 6, 2000, the aggregate  market value of non- voting shares held
by nonaffiliates was $187,050,000. For purposes of this Form 10-K, nonaffiliates
are all holders of non-voting  stock other than directors,  officers and members
of the Block family.

As of June 6, 2000  there  were  14,538,070  shares of Class A Common  Stock and
8,671,372 shares of Class B Common Stock of Registrant outstanding.

Documents incorporated by reference: None
Number of pages contained within this document: 70
Exhibit Index can be found on page 57


<PAGE>




                                                      PART I
Item 1.  Business

GENERAL

Block Drug  Company,  Inc.  (the  "Company")  is a  worldwide  manufacturer  and
marketer  of  denture  care  products,  oral  health  care  products,   consumer
over-the-counter  medicines,  health and  beauty  aids and  professional  dental
products.

Approximately 61% of the Company's net sales are derived from non-U.S.  markets,
including but not limited to the U.K., Germany,  Japan, Italy,  France,  Canada,
Brazil,  Holland,  Argentina,  Austria,  Spain,  Mexico,  Australia and Belgium.
International  operations are subject to certain risks.  Fluctuations in foreign
currency exchange rates can impact consolidated  financial results.  Other risks
include possible  nationalization,  expropriation,  importation  limitations and
other restrictive  government actions. For additional  financial  information on
international  operations,  refer to  "Management's  Discussion  and Analysis of
Operating  Results and Financial  Condition" (Item 7),  "Financial  Instruments"
(Note 5), all found in this Form 10K.

Approximately  39% of the Company's net sales are derived from the United States
market.  The Company  markets  virtually the same categories of products in both
domestic and international markets. Certain of the Company's professional dental
products are sold only in the U.S., Canada and in Italy.


PRODUCT SEGMENT AND OTHER FINANCIAL INFORMATION

The "Product Segment Net Sales Data" for the fiscal years ending March 31, 2000,
1999 and 1998 are as follows:
                                                     (In Thousands)
                                                2000       1999        1998

Denture Care and Oral Health Care Products*   $629,162   $595,116    $606,812
Consumer Over The Counter Medicines**          235,158    225,985     256,245
Consolidated Net Sales                        $864,320   $821,101    $863,057

  *Includes professional dental products
**Includes health and beauty aids

DENTURE CARE AND ORAL HEALTH CARE PRODUCTS

The Company is a leading  marketer of denture care products around the world. In
the U.S.,  these products  include the Polident  (Registered  trademark) line of
denture  cleansers;   the   Poli-Grip(Registered   trademark)  line  of  denture
adhesives;  DentuCreme(Registered trademark) and Dentu-Gel(Registered trademark)
denture cleansers;  and  Polident(Registered  trademark) Whitening Mouthwash. In
many international  markets,  the Company markets Corega (Registered  trademark)
brand denture cleansers and adhesives.

Polident  brand is marketed in five  varieties;  Polident(Registered  trademark)
Five    Minute;     Polident(Registered     trademark)    Overnight;    Smokers'
Polident(Registered trademark); Polident(Registered trademark) for Partials; and
Polident(Registered trademark)Powder.

                                      - 2 -
<PAGE>

The Poli-Grip line of denture adhesives includes Poli-Grip(Registered trademark)
Original;  Poli-Grip(Registered  trademark) Ultra Fresh and Poli-Grip(Registered
trademark) Free, a formula free of artificial ingredients.

One  of  the  Company's  leading  brands  is   Sensodyne(Registered   trademark)
anti-cavity  toothpaste for sensitive teeth. Sensodyne is a worldwide brand name
except  in Japan  where  the  product  is sold  under  the  Shumitect(Registered
trademark)  brand name.  In most  markets in which it is sold,  Sensodyne is the
leading  desensitizing  toothpaste  brand.  In the  U.S.,  the  Company  markets
Sensodyne(Registered trademark) Extra Whitening; Sensodyne(Registered trademark)
Tartar Control Plus Whitening; Sensodyne(Registered trademark) with Baking Soda;
Sensodyne(Registered trademark) Fresh Mint; Sensodyne(Registered trademark) Cool
Gel; and Sensodyne(Registered trademark) Original Flavor.

Parodontax(Registered  trademark)  brand  toothpaste  for gum  care  is  another
specialty dentifrice marketed by the Company outside of the United States. It is
sold in approximately 30 countries.

The Company markets  Targon(Registered  trademark) Smokers' Mouthwash to smokers
to remove tobacco tar from teeth.  Targon is sold in three varieties;  Original,
Clean Taste and Fresh Mint.

Serious dental medicines are marketed by the Company to dental  professionals in
the U.S. and Canada. These include  Atridox(Registered  trademark)  (doxycycline
hyclate)  10%,  a  treatment  for  chronic  adult   periodontitis  (U.S.  only);
PerioGlas(Registered  trademark)  brand bioactive glass used in the treatment of
periodontal disease; Atrisorb(Registered trademark), a barrier for guided tissue
regeneration in oral surgery; and Aphthasol(Register  trademark) (amlexanox oral
paste, 5%) (U.S. only), the first and only  prescription  treatment for aphthous
ulcers,  also  known as  canker  sores.  The  products  are  detailed  to dental
professionals through the Company's force of Dental Consultants.

CONSUMER OVER-THE-COUNTER MEDICINES

The  Company  markets  consumer  over-the-counter  medicines  in  a  variety  of
categories in the U.S. and in most international markets.

The Company markets a broad selection of gas treatment and digestive products in
the U.S.
These include the  Phazyme(Registered  trademark)  line of gas relief  products;
Beano(Registered   trademark)  food  enzyme  dietary  supplements  and  Nature's
Remedy(Registered trademark) brand laxative.

In  the  baby  care  products  market,  the  Company  markets  Balmex(Registered
trademark) brand diaper rash ointments.  Balmex(Registered  trademark) Medicated
Plus Baby Powder was introduced just subsequent to the close of the fiscal year.

Three brands of powdered  analgesics are marketed by the Company in the Southern
U.S.
These include the BC(Registered  trademark),  Goody's(Registered  trademark) and
Stanback(Registered  trademark)  lines. Line extensions in this category include
Goody's(Registered   trademark)  PM,  Goody's(Registered  trademark)  Body  Pain
Formula and BC(Registered trademark) Allergy/Sinus.

Sleep-aid products sold by the Company include Nytol(Registered trademark) brand
and  Nytol(Registered  trademark)  Natural.  The latter  brand is a  homeopathic
sleep-aid.

The Chapo  et(Registered  trademark) line of lip care products  includes a dozen
varieties of lip balm products.

Tegrin(Registered trademark) Shampoo is a value priced brand the Company markets
in the dandruff shampoo category.

                                      - 3 -

<PAGE>

ACQUISITIONS AND DIVESTITURES

The Company made a number of acquisitions and one divestiture during fiscal 2000
and one acquisition immediately after the close of fiscal 2000.



                                                                 Acquisition (A)
                                                                      or
           Product                        Country   Fiscal Year  Divestiture (D)
Lava(Registered trademark) Brand Hand       U.S.       2000           D
Soap

Chlorhexamed(Registered trademark)        Germany      2000           A
Medicated Mouthwash                      and parts
                                         of Europe

Louis Marcel(Registered trademark)          U.K.       2000           A
Depilatory Line

Silidron(Registered trademark) and         Brazil      2000           A
Espasmo Silidron(Registered trademark)
anti-gas products

Pelo Libre(Registered trademark)          Argentina    2000           A
line of pediculicides

Parodontax(Registered trademark)            Korea      2000           A
toothpaste (balance
of certain marketing
rights)

Spectro(Registered trademark)              Canada      2001           A
line of over the counter
dermatology
products*

* See Note 18, "Subsequent Event"


                                      - 4 -

<PAGE>

MATERIAL REGULATIONS

The  Company is subject  to  worldwide  governmental  regulations  and  controls
relating to product safety, efficacy, packaging, labeling and distribution.  The
Company  submits  data to the Food  and  Drug  Administration  as  necessary  in
response  to the  ongoing  monograph  review of the safety and  efficacy  of all
over-the-counter   drug   products   marketed  in  the  U.S.  As  a  responsible
manufacturer,  the Company is alert to the possibility that the final monographs
to be issued in the  foreseeable  future may require  formula  modifications  of
certain  of its  products  to  maintain  compliance  with these  regulations,  a
possibility facing competitive products as well.

While few of the products  which the Company plans to introduce  into the market
are "new drugs" or "new devices",  those fitting the regulatory  definitions are
subject to a stringent premarket approval process in most countries.  Submission
of a substantial amount of preclinical and clinical  information prior to market
introduction  significantly  increases  the  amount  of time and  related  costs
incurred for preparing such products for market.

Manufacturing companies, especially those engaged in health care related fields,
are  subject to a wide range of federal,  state and local laws and  regulations.
Concern  for  maintaining  compliance  with  federal,  state,  local and foreign
regulations   on   environmental   protection,   hazardous   waste   management,
occupational safety and industrial hygiene has also increased substantially. The
Company's policies and practices in the areas of environmental quality,  product
safety, loss prevention, occupational health and safety are tempered by the many
laws and regulations affecting these areas.

The Company cannot predict what additional  legislation or governmental  action,
if any,  will be enacted or taken with respect to the above matters and what its
effect,  if  any,  will be on the  Company's  consolidated  financial  position,
results of operations or cash flows.

MARKETING

The Company  commits a substantial  portion of its net revenues to  advertising,
promotion,   market  research  and  test  marketing.   Its  denture  care,  oral
healthcare,  and  over-the-counter  consumer products are advertised directly to
consumers on network, cable and spot television,  network and spot radio, and in
magazines and  newspapers.  The largest  expenditures by the Company are for the
purchase of television time.

Oral  hygiene  and  professional  dental  products  are  promoted by the Company
through  dental  journals.  A team of Dental Sales  Consultants  sells  products
directly  to dentists  and a TeleSales  group at  headquarters  services  dental
accounts by telephone.

The Company maintains a website which provides  information on its product lines
to consumers and dental professionals. Dental offices can purchase the Company's
professional dental products on-line.

The  Company  sells  its  consumer  denture,   dental  care,  oral  hygiene  and
over-the-counter  medicines  through its national  sales  force.  Sales are made
directly  to  food  and  drug  chains,   wholesalers,   mass  merchandisers  and
independent food and drug stores. In addition, the Company employs marketing and
sales representatives in international markets.

                                      - 5 -

<PAGE>


TRADEMARKS AND PATENTS

The Company's  principal  trademarks are of material importance to its business.
These  trademarks  are owned by the  Company or its  wholly-owned  subsidiaries.
Although the Company  enjoys  certain  benefits  under  patents which it owns or
licenses,  no one patent or license is material to our overall business or to an
individual business segment.

COMPETITION

The Company  markets  products  in highly  competitive  fields.  For many of its
products,   its  competitors  include  significantly  larger  corporations  with
substantially  greater resources.  The high degree of trademark  recognition and
goodwill associated with many of the Company's brand names are important factors
in its ability to compete  effectively.  While  larger  competitors  are able to
commit  significantly  greater  revenue to  national  advertising,  the  Company
believes  its  advertising  and  marketing   expertise   enable  it  to  compete
effectively.

The  primary   competitive   factors  affecting   proprietary   over-the-counter
medicines,   denture   care,   and  consumer  oral  care  products  are  product
formulation, reputation, advertising and consumer promotion.

MANUFACTURING

Most  of the  principal  raw  materials  used  by the  Company  in its  domestic
manufacturing  operations  are  purchased  domestically.  Although  some  of the
Company's raw materials  are obtained  from single  source  providers,  most are
available  from  alternate  suppliers as well.  In cases where a raw material is
available  only  from  one  source  alternate  raw  materials  can be  used as a
replacement.  The Company  maintains  inventories  of raw  materials  to protect
against a business  interruption  caused by moving from one supplier to another.
In addition,  the Company has qualified  alternate  formulae to assure continued
product  availability  in the  unlikely  event  any  one  raw  material  becomes
unavailable.

During  the  course of the  fiscal  year  ended  March 31,  2000,  there were no
substantial  raw  material  shortages.  The  Company  was able to obtain all raw
materials required for its normal operations at competitive prices.

The  Company  manufactures  the  majority of its  products.  Some  products  are
manufactured  by independent  third  parties.  There is not a single third party
that manufactures 10% or more, in the aggregate, of the Company's products.

Item 2.  Properties

      The  worldwide  executive  and  administrative   offices,   manufacturing,
research and development, warehousing and distribution facilities of the Company
and its  subsidiaries  use an aggregate of  approximately 2 million square feet.
This  figure  does not  include  undeveloped  land on which its  facilities  are
located or land adjacent to certain properties.  The Company or its subsidiaries
own substantially all of the properties.


                                      - 6 -

<PAGE>

      Among these  properties  are the  following:  (1) corporate  headquarters;
Jersey  City,  New  Jersey;  (2)  professional  dental  product   manufacturing:
Glendale, Wisconsin (leased); (3) manufacturing plants for the Company's denture
care,  oral  health  care and  over-the-counter  products;  Memphis,  Tennessee;
Dungarvan,  Ireland; Humacao, Puerto Rico (Dentco and Reedco); Plymouth, UK; Rio
de Janeiro, Brazil; and Salisbury, North Carolina (leased).

      During  the  fiscal  year,  the  Company  sold  its  facilities  in  South
Brunswick, New Jersey; Buenos Aires, Argentina; and Mississauga, Canada.

      The Company owns land  contiguous  to the Memphis,  Plymouth and Dungarvan
facilities,  which  would  allow for the future  expansion  of such  facilities.
Additional  warehouse and  distribution  facilities are in  Mississauga,  Canada
(leased);  Memphis,  Tennessee (leased);  Dayton, New Jersey;  Plymouth,  UK and
Zaragoza, Spain.

      The Company owns (two) or leases office facilities in fifteen countries.

      The Company's plants and facilities, in the opinion of management,  are in
good condition and, together with expansions and alterations recently completed,
or in the process of being completed as part of the manufacturing  restructuring
plan,  are regarded by management as adequate for current  requirements  and for
those of the next  several  years.  "Management's  Discussion  and  Analysis  of
Operating  Results  and  Financial  Condition"  (Item 7) further  describes  the
Company's now completed restructuring plan.

Item 3.  Legal Proceedings

      The Company is involved in various  routine  litigation  incidental to its
continuing and discontinued operations.  While the significance of these matters
cannot be fully assessed at this time,  management,  on advice of counsel,  does
not believe that any liability that may arise from these proceedings will have a
material  adverse  impact  on the  Company's  consolidated  financial  position,
results of operations or liquidity.

Item 4.  Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of the holders of Class B Common Stock
during the quarter ended March 31, 2000.

                                      - 7 -

<PAGE>
<TABLE>

                                     PART II
<CAPTION>

Item 5. Market for the Registrant's Common Stock and Related Security Holder
        Matters
                      STOCK PRICE AND DIVIDEND INFORMATION


                                                           Market Price                    Cash Dividends Declared
                                                         Range of Class A                         Per Share
                                                          Common Stock*
                                                  ============================== ============================================
<S>                                                <C>                <C>         <C>                         <C>

Fiscal Year Ended March 31,                           High**          Low**
2000
First Quarter                                        $42 23/32        $33 1/64     $0.3175                    Class A Shares
                                                                                   $0.110625                  Class B Shares
Second Quarter                                        42 19/32         33 1/64     $0.3175                    Class A Shares
                                                                                   $0.110625                  Class B Shares
Third Quarter                                         38 53/64         24 7/16     $0.32                      Class A Shares
                                                                                   $0.11125                   Class B Shares
Fourth Quarter                                        36 1/2           26 1/2      $0.32                      Class A Shares***
                                                                                   $0.11125                   Class B Shares***
------------------------------------------------- --------------- -------------- --------------------------------------------
Fiscal Year Ended March 31,                           High**          Low**
1999
First Quarter                                         43 23/64        $34 11/64    $0.315                     Class A Shares
                                                                                   $0.11                      Class B Shares
Second Quarter                                        37 15/16         30 41/64    $0.315                     Class A Shares
                                                                                   $0.11                      Class B Shares
Third Quarter                                         42 23/64         31 11/32    $0.3175                    Class A Shares
                                                                                   $0.110625                  Class B Shares
Fourth Quarter                                        45 5/8           35 7/16     $0.3175                    Class A Shares****
                                                                                   $0.110625                  Class B Shares****
================================================= =============== ============== ============================================
</TABLE>

                   * The Company's  Class A (non-voting)  Common Stock is traded
           on the NASDAQ National Market System. There is no established trading
           market for the Company's Class B (voting) Common Stock.

                 ** These are high and low bid quotes and  reflect  inter-dealer
           prices  without retail  mark-up,  mark-down or commission and may not
           necessarily represent actual transactions.
           The prices have been restated to reflect the 3% stock dividend.

               *** In addition, a 3% stock dividend was paid on January 3, 2000
           to Class A and B shareholders in Class A and B Common Stock,
           respectively.

             **** In addition, a 3% stock dividend was paid on January 4, 1999
           to Class A and B shareholders in Class A and B Common Stock,
           respectively.

  The following table  indicates the approximate  number of shareholders of each
  class of the  Company's  equity  securities  based  upon the  number of record
  holders as of June 6, 2000.


                    Title of Class                  Number of Shareholders
============================================  =================================
  Common Stock, Class A (non-voting)                         379
  Common Stock, Class B (voting)                               5
============================================  =================================

                                      - 8 -

<PAGE>
<TABLE>

Item 6. Selected Financial Data
<CAPTION>


                                                                      Fiscal Year Ended March 31,
                                          2000(3)             1999(3)              1998              1997(2)             1996
=================================== ==================  ================== ==================  =================  ================
<S>                                     <C>                <C>                  <C>               <C>               <C>

  Net Sales                             $  864,320,000      $  821,101,000       $863,057,000      $ 862,471,000     $ 715,242,000
  Interest, Dividends & Other Income    $   29,898,000      $   27,984,000       $ 25,882,000      $  28,335,000     $  30,157,000
  Income from Continuing Operations
  Before Income Taxes                   $   75,388,000      $   67,497,000       $ 69,611,000      $  10,817,000     $  65,501,000
  Income Taxes                          $   18,629,000      $   15,875,000       $ 17,819,000      $   2,210,000     $  11,798,000
  Income from Continuing Operations     $   56,759,000      $   51,622,000       $ 51,792,000      $   8,607,000     $  53,703,000
  Weighted Average Number of                23,481,000          23,538,000         23,492,000         23,449,000        23,406,000
  Common Shares Outstanding(1)
  Income from Continuing Operations,
    Per Share of Common Stock (Basic             $2.42               $2.19              $2.20              $0.37             $2.29
    and Diluted)(1)
  Earnings Per Share of
    Common Stock (Basic and                      $2.42               $2.19              $2.20              $0.37             $3.79
    Diluted)(1)
  Cash Dividends Per Share of
   Class A Common                                $1.28               $1.27              $1.25              $1.20             $1.12
  Cash Dividends Per Share of
   Class B Common                               $0.444              $0.441             $0.435             $0.415             $0.30
  Stock Dividends Per Share of
   Class A Common                                   3%                  3%                 3%                 3%                3%
  Stock Dividends Per Share of
   Class B Common                                   3%                  3%                 3%                 3%                3%
  Depreciation                          $   22,660,000      $   20,852,000    $    19,651,000     $   20,210,000     $  19,012,000
  Working Capital                       $   83,595,000      $   82,033,000    $    39,867,000      $ 108,452,000     $ 120,803,000
  Current Ratio                                    1.3                 1.3                1.2                1.4               1.6
  Total Assets                          $1,176,931,000      $1,164,785,000     $1,087,072,000     $1,014,923,000      $929,117,000
  Long-Term Notes and Bonds
  Payable                               $  105,308,000      $  107,012,000    $    58,318,000     $   55,943,000     $  56,143,000
  Shareholders' Equity                  $  682,373,000      $  683,885,000     $  647,255,000     $  631,320,000      $641,042,000
  Number of Employees                            3,184               3,251              3,380              3,703             3,600
=================================== ==================  ================== ==================  =================  ================
</TABLE>

Management's   Discussion  and  Analysis  of  Operating  Results  and  Financial
Condition is presented on pages 10 to 19 of this report.

               (1)  Restated to reflect  stock  dividends on Class A and Class B
          Common Stock.

               (2) Fiscal 1997 income statement numbers reflect a pre-tax charge
          of $72,450,000  for  manufacturing, restructuring  and  re-engineering
          charges. Additionally,  these amounts reflect the consolidation of the
          Block Drug Company (Japan) Inc. subsidiary,  which had been previously
          accounted  for  as a  50%-owned  equity  joint  venture.  The  Company
          acquired the remaining 50% share in fiscal year 1997.

               (3) Fiscal 2000 and 1999 income statement numbers reflect credits
          of $8,577,000 and  $12,673,000,  respectively,  in connection with the
          manufacturing,restructuring  and  re-engineering.  See Note 13 to the
          Consolidated Financial Statements.


                                      - 9 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition

  Operating Results

  Consolidated Sales:

  Consolidated worldwide net sales for the fiscal year ended March 31, 2000 were
  $864.3  million  compared to $821.1  million and $863.1 million in fiscal 1999
  and 1998, respectively.  In the first quarter of fiscal 2000, the Company sold
  its remaining household product,  Lava(Registered  trademark) brand hand soap.
  During  fiscal 1999,  the Company sold three of its household  product  brands
  (2000
  Flushes(Registered trademark) toilet bowl cleaners, X-14(Registered trademark)
  toilet bowl and hard surface cleaners and Carpet  Fresh(Registered  trademark)
  rug and room  deodorizers).  In fiscal  2000,  excluding  the  effects  of the
  divestitures  and the  stronger  US dollar,  consolidated  sales  were  $884.3
  million, an increase of 10% over the prior year.

  Consolidated  sales for the fourth  quarter  ended  March 31, 2000 were $239.1
  million  compared to $233.1 and $232.7 million for the quarter ended March 31,
  1999 and 1998, respectively. Excluding the effects of the divestitures and the
  stronger US dollar,  sales for the fourth  quarter  ended March 31, 2000 would
  have increased 6.6%.

  The Company's  operations  are now managed as two divisions to better  reflect
  the Company's  operations  and  management  structure.  The Americas  Division
  includes  markets  in North  and South  America;  the  International  Division
  includes Europe, Asia/Pacific, Africa and the Middle East. In fiscal 1999, the
  Company's operations were managed in three geographic areas (See Note 16).

  SALES BY DIVISION - FOURTH QUARTER
       (Dollars in Thousands)
                                       Percent            Percent
                              FY 2000  Change   FY 1999   Change   FY 1998

  Americas  Division         $119,963   3.2 %   $116,214  -5.0 %   $122,370

  International  Division     119,133   1.9 %    116,892   6.0 %    110,319
                           ----------           --------           --------
                             $239,096   2.6 %   $233,106   0.2 %   $232,689
                             ========           ========           ========
  Americas Division:

  The Americas  Division  sales for the fourth  quarter ended March 31,2000 were
  $120  million  compared to $116.2  million  and $122.4  million for the fourth
  quarter ended March 31, 1999 and 1998, respectively.  Excluding the effects of
  the  divestitures  and the  stronger US dollar,  sales for the fourth  quarter
  ended March 31, 2000 would have increased 7.1%.

  US sales for the fourth  quarter  increased  1.7%  compared  to the prior year
  period.  Excluding the effects of the  divestiture,  sales  increased 3.7%. US
  sales growth for the fourth quarter was
  driven  by  strong  sales  of   Sensodyne(Registered   trademark)  toothpaste,
  BC(Registered  trademark)  analgesic powders,  Balmex(R) diaper rash ointments
  and Beano(Registered  trademark) food enzyme dietary supplement brands. Fourth
  quarter   sales   of   Polident(Registered    trademark)   denture   cleanser,
  Nytol(Registered  trademark) sleep aid, and Chap-et(Registered  trademark) lip
  balm brands were lower than the prior year comparable period.

                                     - 10 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

In Canada,  sales growth of 16% for the fourth quarter of fiscal 2000 was mainly
due to increased sales of Sensodyne(Registered trademark) toothpaste and denture
care brands.  Sales of R&C(Registered  trademark)  Shampoo and  Nytol(Registered
trademark) brands declined during the fourth quarter.

In Latin America,  sales growth was 5.1% for the fourth quarter  compared to the
prior year period, although sales were negatively impacted by the divestiture of
household  products,  currency  weakness  in Brazil  and  economic  softness  in
Argentina. Excluding the effects of a stronger US dollar, sales were up 25.2%.

In Brazil, sales decreased by 18% for the fourth quarter as a result of economic
recession as well as the effects of major  currency  devaluation.  In Argentina,
sales  increased  by  16%  for  the  fourth  quarter  due  to  sales  growth  of
Kwell(Registered  trademark) and Pelo Libre(Registered  trademark)  pediculicide
brands.  Mexico  recorded a sales growth of 61% for the fourth  quarter due to a
combination of marketing  support behind key brands and a strong local currency.
Sales in Colombia and Uruguay were lower for the quarter.

International Division:

The International Division showed a modest growth of 1.9% for the fourth quarter
compared  to the prior year  period.  Excluding  the  effects  of a stronger  US
dollar,  sales grew 6.1%. The European group showed growth of 3%; the Asia group
was down by 1%.

In Germany,  sales  increased 37% for the fourth quarter largely due to strength
in core businesses as well as the  contributions  made by recent  depilatory and
mouthwash  acquisitions.  In France,  sales  declined by 16%,  primarily  due to
higher sales in food stores in the prior year period. Sales in Italy declined by
43% for the  fourth  quarter  reflecting  declined  sales  across  brands in the
pharmacy channel. The UK group sales increased 18% for the quarter primarily due
to sales  growth of  Sensodyne(Registered  trademark),  and  increased  sales of
Piriton(Registered  trademark)  allergy relief and  Nytol(Registered  trademark)
sleep aid brands.  The Asia group  reported  slightly lower sales for the fourth
quarter.  In  Japan,  Poli-Grip(Registered  trademark)  denture  adhesive  sales
increased, while Polident(Registered  trademark) denture cleanser sales declined
modestly.

SALES BY DIVISION - FOR THE YEAR
   (Dollars in Thousands)
                                          Percent            Percent
                                 FY 2000  Change   FY 1999   Change     FY 1998

  Americas  Division            $424,317    1 %   $420,288   -9.1 %    $462,256

  International  Division        440,003  9.8 %    400,813     --       400,801
                               ---------          --------             --------
                                $864,320  5.3 %   $821,101  - 4.9 %    $863,057
                                ========          ========             ========


                                     - 11 -

<PAGE>


Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

Americas Division:

Sales in the  Americas  Division  for the fiscal  year ended March 31, 2000 were
$424.3 million  compared to $420.3 million and $462.3 million in fiscal 1999 and
1998,  respectively.  Excluding the effects of the divestitures and the stronger
US dollar, fiscal 2000 sales would have increased 6.4%.

US sales were up by 2.2% for the  current  year.  Excluding  the  effects of the
divestiture,  sales for the current  year would have  increased  5.4%.  US sales
growth was driven by relatively strong sales of Sensodyne(Registered trademark),
BC(Registered  trademark) and  Goody's(Registered  trademark)  analgesic powders
(which  reported   increases  in  sales  of  17%  and  6%,   respectively)   and
Balmex(Registered trademark) diaper rash ointment brands.

Canadian sales  increased by 3.6% during the fiscal year.  Excluding the effects
of the divestiture,  current year sales would have increased 8.2 %. The increase
was  primarily due to increased  sales of  Sensodyne(Registered  trademark)  and
denture care brands.

Latin America sales for the year were down by 8.4%. Excluding the effects of the
divestiture  and a stronger US dollar , sales would have  increased  27.0%.  The
increase was mainly  attributed to strong sales growth in Mexico.  In Brazil,  a
recessive economy and the effects of major currency  devaluation  impacted sales
negatively.

International Division:

Sales of the  International  Division  for the fiscal  year ended March 31, 2000
were $440 million  compared to $400.8  million in both fiscal 1999 and 1998. The
European  Group  sales  growth in all  markets  was offset by the effects of the
weakening Euro.

In Germany,  core denture and oral care  businesses  and recent  depilatory  and
mouthwash acquisitions contributed to sales growth. In France, growth in denture
fixatives and  Sensodyne(Registered  trademark)  contributed to an overall sales
increase of 6%. The sales growth of Strep(Registered trademark) depilatory brand
primarily  contributed  to the overall sales growth in Italy.  Total U.K.  sales
were   up   by   6%   due   to   sales   of   Sensodyne(Registered   trademark),
Poli-Grip(Registered trademark) and Nytol(Registered trademark) brands.

The Asia Group sales  increased by 11%.  Improving  economic  conditions and the
strengthening   Yen  had  an  overall   positive   impact  on  sales  in  Japan.
Parodontax(Registered trademark) toothpaste brand continues to positively impact
business growth in Korea. The Company acquired the balance of certain  marketing
rights to Parodontax(Registered trademark) in Korea during the fiscal year.

Other Income and Operating Expenses:

     Interest,  dividends and other income of $30 million  increased 7% from $28
million in the prior year.  The increase was primarily due to gains in Brazil of
$5.3 million from foreign  currency swaps in fiscal 2000, which were offset by a
$3.3 million gain from the sale of three household products during fiscal 1999.

Cost of goods  sold  percentage  to sales of 36.8% was even  compared  to fiscal
1999,  and  36.4 % in  fiscal  1998.  (Freight  and  shipping  costs  have  been
reclassified  from  Selling,  General  and  Administrative  to Cost of  Goods in
accordance  with EITF 00-10,  "Accounting  for Shipping  and  Handling  Fees and
Costs.")

                                     - 12 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

Americas Division cost of sales was 40.3%, 37.6% and 38.0% for fiscal 2000, 1999
and 1998, respectively.  Current year cost of sales were higher partially due to
increased  freight  and  shipping  costs.  Fiscal 1999 cost of sales were lower,
primarily due to the divestiture of household products.

International  Division  cost of sales  were  33.4%,  35.9% and 34.5% for fiscal
2000, 1999 and 1998, respectively. The fluctuations in cost of sales percentages
were primarily due to mix of products sold.

Selling,  general and administrative expenses represented 57.2%, 58.3% and 57.0%
of sales in fiscal  2000,  1999 and 1998,  respectively.  The major  portion  is
related to advertising and promotional activities.  These expenses reflect major
spending  programs to meet significant  competition and to build brand equities.
In fiscal 2000, Selling,  General and Administrative expenses as a percentage of
sales were lower due to reduced level of spending in advertising and promotional
expenses in the International Division.

Interest expense increased to $14,859,000 in fiscal 2000 from $13,528,000 in the
prior fiscal year. The increase was attributable to several factors  including a
somewhat  higher average debt level,  rising  short-term  interest rates and the
conversion of some short-term debt to long term debt.

     The Company's interest rate exposures result from financing activity in the
form of short and long-term variable rate debt and from investments in long-term
fixed rate  securities.  The Company uses  interest rate cap  agreements  and an
interest  rate swap  agreement to manage the exposures  resulting  from variable
rate debt (See Note 5). The notional amount of such agreements at March 31, 2000
was $202,193,000. Investments in long-term fixed income securities are typically
available for sale, and  fluctuations in their market value,  which are included
in Accumulated Other Comprehensive Loss, are not hedged.

The Company's foreign exchange exposures derive primarily from the activities of
its foreign subsidiaries, which sell products to customers generating receivable
balances  both  in  their  own  and  other  currencies.   Certain  subsidiaries,
principally  manufacturing locations in the United Kingdom,  Ireland and Brazil,
also  incur  significant  costs  denominated  in  currencies  other  than  their
functional currency.  Additionally,  the Company is exposed to the risk that the
results of  operations  of its foreign  affiliates  may  translate to lower than
expected net income for inclusion in the Company's consolidated results.

An  interest  rate swap  agreement,  interest  rate cap  agreements  and foreign
currency  options are the types of derivatives used by the Company for risk
management. The costs and benefits derived from the interest rate caps are taken
into income over the term of the agreements, to the extent the notional value of
such  agreements  corresponds to variable rate loan balances.  Costs  associated
with  notional  amounts in excess of loan  balances  are  expensed in the period
during which the excess occurs. Contracts are marked to market and the change in
market  value is  included in period  results.  No benefits  were  derived  from
interest rate cap agreements during fiscal 2000 or 1999 (See Note 5).


                                     - 13 -

<PAGE>


Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

The Company manages its most significant foreign currency exposures, principally
inventory  purchases,  by purchasing  average rate currency options that protect
against the fiscal year average  value of each currency  declining  more than an
acceptable  amount from the prior year average.  Put options  acquired after the
end of fiscal 2000 were combined in zero cost collar  structures  such that they
were  paid for with the  proceeds  of sale of call  options  that  obligate  the
Company  to  pay  counter  parties  in  the  event  that  the  foreign  currency
strengthens  against  the U.S.  dollar by other  than a  pre-determined  amount.
Currencies that are highly  correlated to the U.S. dollar and those to which the
Company  has a modest  exposure  are not  hedged.  Affiliates  whose  functional
currencies  are illiquid or have high interest rates (and therefore high hedging
cost) do not hedge with  options,  but may  instead  maintain  significant  cash
balances in U.S. dollars.  Thus, if the affiliate's functional currency declines
in value against the U.S. dollar, the value (in the unit's functional  currency)
of this U.S.  dollar cash balance  increases  producing  incremental  income and
thereby  offsetting the declining value of the affiliate's  results  included in
the Company's consolidated net income.

The cost of foreign  currency  options  whose  notional  amount  corresponds  to
trading  activity of the  subsidiary  owning the  options is  expensed  over the
period to which they relate.  Costs relating to additional  notional amounts are
expensed during the period in which the options are acquired.  Any benefits,  to
the extent the options are deemed effective hedges, are treated as an adjustment
to the related costs of inventory purchased (See Note 5).

Worldwide Earnings by Division (Dollars in Thousands)

                                  2000              1999             1998

Americas                        $64,086           $71,754          $71,583

International                    50,067            32,016           47,975
                              ---------          --------         --------
Total Operating Income          114,153           103,770          119,558
General Corporate
Expenses(Net)                   (38,815)          (36,273)         (49,947)
                              ----------        ----------        ---------
                                $75,388           $67,497          $69,611
                                 ======            ======           ======


                                     - 14 -

<PAGE>


Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

Operating  income in  fiscal  2000 for the  Americas  division  decreased  10.7%
primarily due to the  divestiture  of household  products.  US operating  income
increased 1.5% primarily due to mix of products  sold.  Latin America  operating
income  decreased  55.9% due to  significant  currency  devaluation  in  Brazil,
economic softness in Argentina and divestiture of household products.

International  operating  income  increased  56.4%  primarily  due to a  reduced
spending level of  advertising  and  promotional  expenses.  In addition,  newly
acquired products,  improving economic  conditions in Asia and the strengthening
Yen were key factors for the increase in operating income.

Excluding  restructuring and re-engineering  credits, income before income taxes
was 7.7% of sales in fiscal 2000 as compared to 6.7% in fiscal  1999.  In fiscal
1998, income before income taxes was 8.1% of sales.

The effective tax rates of 24.7%, 23.5% and 25.6% in fiscal 2000, 1999 and 1998,
respectively,  reflect tax exempt interest from government securities and income
from the lower  tax  areas of Puerto  Rico and  Ireland.  In  fiscal  2000,  the
effective tax rate was slightly  higher due to lower  operating  income in lower
taxed countries. The fiscal 1998 effective tax rate was higher, primarily due to
a change in taxability of certain Puerto Rico securities.

It is difficult to predict future exchange movement.  If exchange rates continue
at fiscal 2000 levels, management does not anticipate any major material effects
on the Company's future financial condition or liquidity.

Although inflation has been moderate  throughout fiscal 2000, 1999 and 1998, the
Company continues to utilize selective price increases and budgetary  monitoring
of advertising, personnel and other expenses to control its operating margins.

In February 1997, the Company  announced the  consolidation of its manufacturing
operations  by  planning  to close six of its twelve  production  facilities  in
various parts of the world over a two year period.  The worldwide  manufacturing
restructuring and  re-engineering  program resulted in a pre-tax charge of $72.5
million ( $55.7  million  net of tax),  or $2.60 per share after taxes in fiscal
1997. As of March 31, 1999, the Company identified  additional excess amounts of
$7.6  million due to  additional  favorable  experiences  in  calculating  final
severance payments and settlement of post-closing adjustments in connection with
the sale of one of its plants. In addition, as a result of favorable fixed asset
disposals,  a gain of $5.1  million  was  generated.  Consequently,  the Company
recorded a restructuring credit of $12.7 million in its income statement for the
year ended March 31, 1999.

During fiscal 2000, the Company sold the three  remaining  facilities  that were
identified for disposal under the program.


                                     - 15 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

As of March 31,  2000,  the Company has  completed  the program  resulting in an
excess  amount  of $8.6  million  due to early  termination  of the  contractual
obligations to produce a product for another  entity.  Accordingly,  the Company
recorded a  restructuring  credit of $8.6 million in its statement of income for
the year ended March 31, 2000. (See Note 13).

During the fiscal year, the Company acquired Chlorhexamed(Registered trademark),
a medicated mouthwash brand in Germany.  In Latin America,  the Company acquired
Silidron(Registered  trademark) and Espasmo Silidron(Registered  trademark), two
anti-gas medicines sold in Brazil, and the Pelo Libre(Registered trademark) line
of  pediculicides  in  Argentina.  In the U.K.,  the Company  acquired the Louis
Marcel(Registered   trademark)   depilatory   brand,  and   Interdens(Registered
trademark),  a professional  dental product.  In Spain, the Company acquired the
Marie Yvonne(Registered  trademark) depilatory brand. The aggregate amount spent
on these  acquisitions was $54.5 million.  Goodwill  recorded in connection with
these product acquisitions amounted to $47 million.

In the third quarter of fiscal 2000, the Company's Board of Directors authorized
the  repurchase of up to 500,000  shares of the  Company's  Class A Common Stock
(See Note 10).

Year 2000:

Since  transitioning  into the year 2000,  the  Company  (including  each of its
operating  subsidiaries)  has  not  experienced  any  major  disruptions  to its
business  nor has it  experienced  any Y2K  related  disruptions  impacting  its
customers  and  suppliers.  Furthermore,  the  Company  did not  experience  any
material  impact on  inventories.  The  Company  will  continue  monitoring  its
critical  systems  but does not  anticipate  any  significant  impact due to Y2K
exposure.

The Company estimated that costs would reach a total of $17.5 million to address
its Y2K efforts as well as other business information requirements.  The Company
accomplished its goal within the estimated $17.5 million.

Euro Currency Adoption:

As result of the European  Economic and Monetary  Union, a single  currency (the
"Euro") will replace the national  currencies of many of the European  countries
in which the Company  conducts  business.  The conversion rates between the Euro
and the participating  nations' currencies were fixed as of January 1, 1999 with
the participating  national currencies  scheduled to be removed from circulation
between  January 1, and June 30,  2002,  and replaced by Euro notes and coinage.
During the transition  period from January 1, 1999,  through  December 31, 2001,
public  and  private  entities  as well as  individuals  may pay for  goods  and
services using either checks,  drafts or wire transfers  denominated in Euros or
the  participating  country's  national  currency.  We do not  expect  the  Euro
conversion to have a material  negative impact on operations in fiscal 2001. All
affiliates can operate within the Euro market.

We are  continuing to upgrade our computer  systems to operate more  efficiently
within the Euro market in fiscal 2001.

                                     - 16 -

<PAGE>


Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

     Liquidity and Capital  Resources:  result of the issuance of debt. Cash and
cash equivalents  decreased to $42 million at March 31, 2000 from $48 million at
March 31, 1999 and $56 million at March 31, 1998.

     Net cash flows from operating  activities  were $64 million in fiscal 2000,
$33 million less than the prior year.  The decrease in operating  cash flows was
due to an increase in accounts  receivable  and a decrease in accounts  payable,
partially offset by an increase in income taxes payable and in the provision for
customer  credits and doubtful  accounts.  In fiscal  1999,  net cash flows from
operating activities were $97 million, a slight decline from the prior year. The
decrease was mostly due to an increase in accounts  receivable and other current
assets,  partially offset by a decreases in inventories.  Accounts receivable at
year-end 2000, 1999, 1998,  represent 2.3, 2.2, and 2.0 average months of sales,
respectively.

     Net cash  used in  investing  activities  in fiscal  2000 was $58  million,
compared  to net cash used of $93  million  in  fiscal  1999.  In  fiscal  2000,
additions to property,  plant and equipment,  payments for products acquired and
purchases of marketable  securities  more than offset the proceeds from the sale
of securities,  proceeds from product divestitures and proceeds from the sale of
property plant and  equipment.  In fiscal 1999,  cash was invested  primarily in
property,  plant and equipment and in product acquisitions.  In fiscal 1998, the
net cash outflow for investing activity was $114 million.

     Net capital  expenditures of $17 million for fiscal 2000 show a decrease of
$18 million from fiscal 1999.  Domestically,  major projects over the three-year
period  include a  substantial  investment in computer  modernization  and R & D
laboratories.  The production and warehouse facilities in Memphis, Tennessee and
in Puerto Rico have undergone  expansion and modernization  projects as a result
of the Company's Production Optimization Project.

     The Company's foreign facility in Dungarvan, Ireland was expanded in fiscal
1998. The Dungarvan  facility has continued to undergo  expansion as a result of
the Company's  Production  Optimization  Project. The Company anticipates future
capital   spending  to  approximate  5%  of  net  sales,  and  expects  to  fund
modernization  and expansions  through  internally  generated  funds and through
short-term borrowings as appropriate.

     Net cash utilized by financing  activities  was $10 million in fiscal 2000,
with a net  outflow of $13 million in fiscal  1999,  compared to net cash of $38
million  provided in fiscal 1998.  The  financial  outflows in fiscal 2000 arose
from the payment of  dividends  to  shareholders  and the  repurchase  of common
shares,  partially offset by the net proceeds from debt. The financial outflows
in fiscal 1999 were the result of payments of dividends to shareholders and the
retirement of short-term debt, which was funded by the proceeds from the sale of
the  Household  Products  group and with the proceeds from the issuance of a $50
million ten year note.  The financial  inflows in fiscal 1998 were the result of
the issuance of debt.

                                     - 17 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

An overall  strengthening  of the U.S. Dollar in relation to foreign  currencies
resulted in net  foreign  currency  translation  losses of $18 million in fiscal
2000. In fiscal 1999, net foreign  currency  translation  gains were $4 million.
These amounts were recorded in the  shareholders'  equity section in the balance
sheet as a component of accumulated other comprehensive loss.

The Company has  classified  all long-term  securities as "available  for sale."
These  long-term  securities  are  reported at fair market  value  resulting  in
unrealized holding losses of $4,019,000 as of March 31, 2000. Unrealized holding
gains were $4,222,000, net of taxes of $1,083,000, as of March 31, 1999.

The Company  anticipates  that sufficient funds will be provided from operations
and borrowing capabilities for capital expenditures, dividend payments and other
cash needs in fiscal 2001. The Company has uncommitted  lines of credit totaling
$305 million and $341 million at March 31, 2000 and 1999, respectively (See Note
6).

New Accounting Standards:

During 1998, the Financial  Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  and in  2000 it  issued  SFAS  No.  138,
"Accounting  for Certain  Derivative  Instruments  and Hedging  Activities  - an
amendment of FASB  Statement No. 133".  These  standards  must be adopted by the
Company by April 1, 2001. They require that all derivative financial instruments
be recorded on  consolidated  balance sheets at fair value.  Changes in the fair
value  of  derivatives  will be  recorded  each  period  in  earnings  or  other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transactions and the extent
to which the hedge is effective in mitigating the exposure.  Gains and losses on
derivative   instruments   reported  in  other  comprehensive   income  will  be
reclassified  as earnings in the periods in which  earnings  are affected by the
hedged item. The Company is evaluating the impact,  if any, of those  statements
on its fiscal 2002 financial position, results of operations and disclosures.

Subsequent Events:

On June 6, 2000, the Company  announced it retained Goldman Sachs to assist in a
review of strategic alternatives for enhancing shareholder value.

In April, Block Drug Company Canada acquired the  Spectro(Registered  trademark)
line of over-the-counter  dermatology products, including soapless hand and face
cleansers and an antifungal antiseptic cleanser for approximately $9 million.

The Company has adopted a formal written Audit Committee  charter which complies
with Nasdaq's  Marketplace Rules. The Audit Committee will review and assess the
adequacy of the charter on an annual basis (See Exhibit 99).

                                     - 18 -

<PAGE>

Item 7. Management's  Discussion and Analysis of Operating Results and Financial
        Condition (Cont'd)

Information Concerning Forward-Looking Statements:

The  Company  has  made,  and may  continue  to  make,  various  forward-looking
statements with respect to its financial position, business strategy,  projected
costs,  projected  savings,  and  plans  and  objectives  of  management.   Such
forward-looking statements are identified by the use of forward-looking words or
phrases  such as  "anticipates",  "intends,"  " expects,"  "plans,"  "believes,"
"estimates,"  or words or  phrases  of  similar  import.  These  forward-looking
statements are subject to numerous  assumptions,  risks, and uncertainties,  and
the  statements  looking  forward  beyond  fiscal  2000 are  subject  to greater
uncertainty because of the increased likelihood of changes in underlying factors
and assumptions.  Actual results could differ  materially from those anticipated
by the forward-looking statements.

The Company's  forward-looking  statements  represent its judgement  only on the
dates such statements are made. By making any  forward-looking  statements,  the
Company assumes no duty to update them to reflect new, changed, or unanticipated
events or circumstances.

Item 7A. Market Risk

The Company's  primary market risk  exposures  consist of interest rate risk and
foreign  currency  exchange  risk.  See Note 5  "Financial  Instruments"  to the
Consolidated Financial Statement for the Company's objectives and strategies for
managing potential exposures related to these risks.  Management  primarily uses
two types of financial  instruments,  interest rate cap  agreements  and foreign
currency  put  options,   to  hedge  exposures  to  certain   foreign   currency
fluctuations and interest rate variability as described in Note 5.

Gains and losses on foreign  currency  put  options are offset by the effects of
currency movements on respective underlying hedged transactions. Therefore, with
respect to financial  instruments  outstanding at March 31, 2000, a change of 10
percent in currency  rates,  compared  to fiscal  2000  rates,  would not have a
material effect on the Company's  consolidated  financial  position,  liquidity,
cash flows or results of operations.

The Company holds certain  instruments,  primarily debt  obligations,  which are
sensitive to changes in market  interest  rates. At March 31, 2000, the majority
of the  Company's  variable  rate debt  consisted of bank  borrowings  which are
subject to changes in market interest rates. However, at March 31, 2000 a change
of 1 percent in interest rates,  compared to fiscal 1999 rates, would not have a
material effect on the Company's  consolidated  financial  position,  liquidity,
cash flows, results of operations or the fair value of the Company's debt.

                                     - 19 -

<PAGE>

Item 8. Financial Statements and Supplementary Data

                        Report of Independent Accountants

To the Board of Directors and
Shareholders of Block Drug Company, Inc.


     In our  opinion,  based on our audits and the reports of other  auditors,
the consolidated  financial  statements listed in the index appearing under item
14(a)(1) on page 57 present  fairly,  in all material  respects,  the  financial
position of Block Drug  Company,  Inc.  and  subsidiaries  at March 31, 2000 and
1999,  and the results of their  operations and their cash flows for each of the
three years in the period  ended March 31, 2000 in  conformity  with  accounting
principles generally accepted in the United States. In addition, in our opinion,
the  financial  statement  schedule  listed in the index  appearing  under  item
14(a)(3) on page 57 presents fairly, in all material  respects,  the information
set  forth  therein  when  read in  conjunction  with the  related  consolidated
financial  statements.   These  financial  statements  and  financial  statement
schedule are the responsibility of the Company's management;  our responsibility
is to express an opinion on these financial  statements and financial  statement
schedule  based on our  audits.  We did not audit the  financial  statements  of
certain foreign  wholly-owned  subsidiaries and a certain foreign branch,  which
statements  reflect total assets  constituting  approximately  17 percent and 15
percent  as of March  31,  2000  and  1999,  respectively,  and  total  revenues
constituting approximately 34 percent, 30 percent and 33 percent for each of the
three years in the period ending March 31, 2000.  Those  statements were audited
by other  auditors  whose  reports  thereon  have been  furnished to us, and our
opinion  expressed  herein,  insofar as it relates to the amounts  included  for
Block Drug Company, Inc. and subsidiaries, is based solely on the reports of the
other auditors.  We conducted our audits of these  statements in accordance with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe  that our  audits and the  reports of other
auditors provide a reasonable basis for the opinion expressed above.




/s/ PricewaterhouseCoopers LLP

New York, New York
June 6, 2000

                                     - 20 -

<PAGE>
<TABLE>

BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                                                              MARCH 31,
                                                                                                  2000                      1999
  ASSETS
<S>                                                                                          <C>                      <C>

  Current Assets:
     Cash and cash equivalents...........................................................     $  41,645,000           $  48,363,000
     Marketable securities      .........................................................        23,557,000              29,994,000
     Accounts receivable, less allowances of $9,494,000 (2000)
        and $4,750,000 (1999)            ................................................       162,173,000             151,492,000
     Inventories.........................................................................       144,740,000             135,947,000
     Other current assets................................................................        44,213,000              41,867,000

        Total current assets.............................................................       416,328,000             407,663,000

     Property, plant and equipment, less
        accumulated depreciation.........................................................       229,156,000             252,270,000
     Long-term securities        ........................................................       259,705,000             257,082,000
     Goodwill and other intangible assets, less
        accumulated amortization of $26,392,000 (2000) and
        and $21,217,000 (1999)             ..............................................       260,424,000             239,818,000
     Other assets........................................................................        11,318,000               7,952,000

        Total assets.....................................................................    $1,176,931,000          $1,164,785,000

  LIABILITIES AND SHAREHOLDERS' EQUITY

     Current Liabilities:
        Notes and bonds payable..........................................................    $  155,157,000          $  133,381,000
        Accounts payable and accrued expenses............................................       154,717,000             173,196,000
        Income taxes payable.............................................................        17,241,000              13,532,000
        Dividend payable.................................................................         5,618,000               5,521,000

            Total current liabilities                                                           332,733,000             325,630,000

     Notes and bonds payable.............................................................       105,308,000             107,012,000
     Deferred income taxes...............................................................        13,733,000               8,155,000
     Deferred compensation and other liabilities.........................................        42,784,000              40,103,000

            Total liabilities                                                                   494,558,000             480,900,000

     Contingencies

     Shareholders' equity:
     Class A common stock non-voting par value $.10-20,000,000
        shares authorized, 14,538,000 (2000) and 14,456,000 (1999)
        shares issued and outstanding....................................................         1,454,000               1,445,000
     Class B common stock, par value $.10-40,000,000 shares
       authorized, 8,671,000 (2000) and 8,419,000 (1999)
        shares issued and outstanding....................................................           867,000                 842,000
     Capital in excess of par value......................................................       319,693,000             306,433,000
     Retained earnings...................................................................       396,381,000             384,952,000
     Accumulated other comprehensive loss................................................       (36,022,000)             (9,787,000)
     Total shareholders' equity..........................................................       682,373,000             683,885,000
        Total liabilities and shareholders' equity.......................................    $1,176,931,000          $1,164,785,000

                 See notes to consolidated financial statements.

</TABLE>
                                     - 21 -
<PAGE>
<TABLE>

  BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
  INCOME AND RETAINED EARNINGS
<CAPTION>


  For the Years Ended March 31,                                              2000                   1999                   1998
<S>                                                                   <C>                     <C>                    <C>

  Revenues:
     Net sales................................................         $ 864,320,000           $ 821,101,000          $ 863,057,000
     Interest, dividends and other income.....................            29,898,000              27,984,000             25,882,000
                                                                         894,218,000             849,085,000            888,939,000
  Cost and Expenses:
     Cost of goods sold.......................................           318,121,000             301,845,000            313,848,000
     Selling, general and administrative......................           494,427,000             478,888,000            491,586,000
     Interest expense.........................................            14,859,000              13,528,000             13,894,000
     Manufacturing, restructuring and
    re-engineering credits      ..............................            (8,577,000)            (12,673,000)                -
                                                                         818,830,000             781,588,000            819,328,000

  Income before income taxes..................................            75,388,000              67,497,000             69,611,000

  Income Taxes:
     Current..................................................            20,248,000              11,194,000             14,868,000
     Deferred.................................................            (1,619,000)              4,681,000              2,951,000
                                                                          18,629,000              15,875,000             17,819,000

  Net Income..................................................            56,759,000              51,622,000             51,792,000

  Retained earnings at beginning of year......................           384,952,000             377,595,000            377,202,000
  Less: Cash dividends - $1.28 (2000), $1.27
     (1999) and $1.25 (1998)
     per share of Class A common stock                                   (18,475,000)            (17,864,000)           (17,087,000)
  Cash dividends $0.444 (2000), $0.441 (1999) and
   $.435 (1998) per share
   of Class B common stock....................................            (3,765,000)             (3,634,000)            (3,503,000)
  Stock dividends 3% (2000, 1999, and 1998)
     to Class A shareholders
     payable in Class A common stock..........................           (14,599,000)            (14,385,000)           (19,441,000)
  Stock dividends 3% to Class B
    shareholders payable in Class B
    common stock (2000, 1999, and 1998).......................            (8,491,000)             (8,382,000)           (11,368,000)

  Retained earnings at end of year............................          $396,381,000           $ 384,952,000          $ 377,595,000

  Earnings per common share - basic and diluted                                $2.42                   $2.19                  $2.20


</TABLE>

                 See notes to consolidated financial statements.


                                     - 22 -

<PAGE>
<TABLE>


  BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<CAPTION>



  For the Years Ended March 31,                                              2000                  1999                  1998
<S>                                                                     <C>                    <C>                   <C>

  Net income..................................................           $56,759,000            $51,622,000           $51,792,000
  Other comprehensive (loss) income:
     Foreign currency translation adjustments*.                          (17,994,000)             4,232,000           (20,285,000)
     Unrealized holding (losses) gains on marketable
        securities, net of taxes..............................            (8,241,000)               530,000             3,141,000
                                                                         (26,235,000)             4,762,000           (17,144,000)
  Comprehensive income........................................           $30,524,000            $56,384,000           $34,648,000

</TABLE>


  See Note 15 for Accumulated Other Comprehensive Loss.


  *The  Company  does not  provide  for U.S.  income  taxes on foreign  currency
   translation  adjustments  because  it does  not  provide  for  such  taxes on
   undistributed earnings of foreign subsidiaries.


                 See notes to consolidated financial statements.


                                     - 23 -

<PAGE>
<TABLE>

  BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOW
<CAPTION>

  For the Years Ended March 31,                                                 2000                  1999                1998

  CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>                    <C>                 <C>

  Net income...........................................................    $ 56,759,000           $ 51,622,000        $ 51,792,000
  Adjustments to reconcile net income to
   net cash provided by operating activities:
        Depreciation and amortization..................................      30,372,000             26,110,000          24,670,000
        Deferred income tax provision..................................      (1,619,000)             4,681,000           2,951,000
        Deferred compensation provision................................       6,021,000              1,338,000           4,310,000
        Gain on product divestiture....................................        (960,000)                 -                    -
        Restructuring and re-engineering
         payments......................................................         -                   (3,202,000)        (15,016,000)
        Manufacturing restructuring credits............................      (8,577,000)           (12,673,000)               -
        Employee savings plan provision................................         612,000              1,745,000           1,879,000
        Provision for doubtful accounts................................       4,744,000                304,000             (58,000)
        Other, net.....................................................         997,000                (30,000)           (849,000)
        Loss (gain)on sale of property, plant
        ..................................................and equipment       4,190,000                152,000          (3,557,000)

  Changes in assets and liabilities that
     provided (used) cash, net of effects from
   purchase of products acquired:
        Accounts receivable............................................     (15,425,000)            (6,557,000)         12,161,000
        Inventories....................................................     ( 9,041,000)             6,559,000          (7,169,000)
        Other current assets...........................................       4,851,000             (4,158,000)          4,751,000
        Other assets...................................................       1,130,000               (395,000)         (1,230,000)
        Accounts payable and accrued expenses..........................     (10,312,000)            29,710,000          19,036,000
        Income taxes payable...........................................       3,709,000              2,561,000          (1,113,000)
        Deferred compensation and
          other noncurrent liabilities.................................      (3,340,000)            (1,248,000)          4,388,000

  Net cash flow from operating activities..............................      64,111,000             96,519,000          96,946,000

  CASH FLOWS FROM INVESTING ACTIVITIES

  Proceeds from product divestitures,
     net of cash expenses..............................................     19,000,000              28,475,000                -
  Additions to property, plant and equipment...........................    (28,042,000)            (39,754,000)        (45,822,000)
  Proceeds from sale of property, plant
     and equipment.....................................................     10,964,000               5,163,000           7,970,000
  (Increase) decrease in marketable
     securities, net...................................................     19,099,000               3,030,000            (100,000)
  Dispositions of long-term securities.................................     30,844,000              54,515,000          46,457,000
  Purchase of long-term securities.....................................    (55,565,000)            (75,390,000)        (84,234,000)
  Payments for products acquired,
     primarily goodwill................................................    (54,511,000)            (69,011,000)        (38,173,000)

  Net cash used in investing activities................................    (58,211,000)            (92,972,000)       (113,902,000)

  CASH FLOWS FROM FINANCING ACTIVITIES

  Dividends paid to shareholders.......................................    (22,240,000)            (21,498,000)        (20,590,000)
  Net proceeds from debt...............................................     22,436,000               8,839,000          58,890,000
  Common shares repurchased............................................    (10,410,000)                 -                   -

  Net cash provided by (used in)
     financing activities..............................................    (10,214,000)             (12,659,000)         38,300,000

  Effects of exchange rates on cash and cash
     equivalents ......................................................     (2,404,000)              1,144,000          (3,898,000)

  (Decrease) increase in cash and cash
     equivalents.......................................................     (6,718,000)             (7,968,000)         17,446,000

  Cash and cash equivalents, beginning of year.........................     48,363,000              56,331,000          38,885,000

  Cash and cash equivalents, end of year...............................   $ 41,645,000            $ 48,363,000        $ 56,331,000
</TABLE>

                 See notes to consolidated financial statements.

                                     - 24 -

<PAGE>

<TABLE>

  BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  (Continued)

<CAPTION>


  For the Years Ended March 31,                                                   2000                 1999                  1998
  SUPPLEMENTAL CASH FLOW DATA
<S>                                                                          <C>                   <C>                  <C>

  Cash Paid During the Year:

     Interest..........................................................       $14,577,000           $12,127,000          $14,076,000
     Income Taxes......................................................       $17,133,000           $10,257,000          $12,350,000

</TABLE>

                 See notes to consolidated financial statements.


                                     - 25 -

<PAGE>

BLOCK DRUG  COMPANY,  INC.  AND  SUBSIDIARIES
NOTES TO  CONSOLIDATED  FINANCIAL
STATEMENTS


Note 1. Significant Accounting Policies:

Basis of consolidation:

The accompanying  consolidated  financial statements include the accounts of the
Company and its domestic and foreign subsidiaries and branches, all of which are
wholly-owned.  With the  exception of the March 31 year-end  accounts of Germany
and Colombia  branches,  all other  accounts of foreign  subsidiaries  have been
included on the basis of fiscal years ended December 31 in order to be available
for inclusion in the consolidation.  All material intercompany  transactions and
balances have been eliminated in consolidation.


The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that  affect the  amounts  reported.  Actual  amounts  are not
expected to differ  materially from those estimates.  Certain prior year amounts
have been  reclassified to conform with current year  presentation.  Freight and
shipping costs have been reclassified from selling,  general and  administrative
to cost of goods in  accordance  with FASB Emerging  Issues Task Force  ("EITF")
00-10, "Accounting for Shipping and Handling Fees and Costs."

Revenue Recognition:

The Company  recognizes revenue from product sales when the goods are shipped to
the customer.

Foreign currency translation:

All assets and liabilities,  other than those of highly inflationary  countries,
are translated at year-end exchange rates. In such cases,  translation gains and
losses are recorded as a separate component of shareholders'  equity and are not
included  in  the  determination  of  net  income.  For  subsidiaries  that  are
considered to be operating in highly  inflationary  countries (Brazil for fiscal
year 1998 and Mexico  for 1999 and  1998),  the  functional  currency  is the US
dollar.  Certain assets and  liabilities  are translated at historical  exchange
rates  and  resulting   translation   gains  and  losses  are  included  in  the
determination of net income. Income statements are translated each month into US
dollars at the weighted average exchange rates during the period.  In all cases,
foreign currency  transaction gains and losses are included in the determination
of net income.

Net  foreign   exchange   gains/(losses)   of  $4,807,000,   ($1,369,000),   and
($2,523,000) , were included in selling,  general and administrative expenses in
the  determination  of  net  income  for  fiscal  years  2000,  1999,  and
1998, respectively.


                                        2000         1999           1998
=================================  =============  ============  ============
  Transaction gains/(losses)        $ 4,807,000   $ (737,000)   $(2,339,000)
  Translation losses relating to
  highly inflationary countries            -        (632,000)      (184,000)
  Total                             $ 4,807,000  $(1,369,000)   $(2,523,000)
=================================  =============  ============  ============



  CUMULATIVE TRANSLATION
  ADJUSTMENT RECONCILIATION             2000        1999            1998
=================================  =============  ===========   =============
  Balance -Beginning               $(14,009,000) $(18,241,000)  $  2,044,000
  Translation Adjustment            (17,994,000)    4,232,000    (20,285,000)
  Balance-Ending                   $(32,003,000) $(14,009,000)  $(18,241,000)
=================================  =============  ===========   =============

Advertising:

Costs associated with advertising are expensed in the year incurred. Advertising
expenses,  which are  comprised  primarily of television  and print media,  were
$203,867,000,  $205,099,000,  and  $201,653,000  in fiscal 2000,  1999 and 1998,
respectively.

                                     - 26 -
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

Cash and Cash Equivalents:

Cash equivalents include primarily demand deposits,  certificates of deposit and
time deposits with maturity periods of three months or less when purchased.

Inventories:

Inventories  are stated at the lower of cost or market.  Cost is computed  using
standard cost which approximates  actual cost on a first-in,  first-out basis in
the U.S.  Internationally,  inventory  is valued at actual  cost on a  first-in,
first-out basis.

Property, plant and equipment:

Property, plant and equipment is recorded at cost. Depreciation is provided over
estimated lives using the straight-line method for book purposes and accelerated
methods for tax  purposes.  Average  useful lives are 40 years for buildings and
building additions,  12 years for equipment and 5 years for computers.  The cost
of maintenance,  repairs and minor renewals of property, plant and equipment are
charged to operations; major renewal and betterments are capitalized.

Goodwill and other intangible assets:

Goodwill and other intangible  assets represent the excess of cost over the fair
value of net tangible  assets of companies  or products  purchased.  Such assets
consist  primarily of goodwill and  trademarks.  At March 31, 2000, the carrying
values of these assets were $183 million and $77 million, respectively. At March
31, 1999,  these  respective  carrying values were $169 million and $71 million,
respectively. Goodwill  acquired prior to October 31, 1970 is not being
amortized  since,  in management's   opinion,   its  value,   approximately
$14.1  million,  has  not diminished.  Goodwill acquired  subsequent to that
date is being amortized using the  straight-line  method over the years
estimated to be benefited,  but not to exceed 40 years. Other intangible assets
are recorded at cost and amortized over their  estimated  useful  lives  on
the  straight  line  method.   The  Company periodically   evaluates   whether
current  events  or  circumstances   warrant adjustments  to the carrying
value or estimated  useful lives of its intangible assets in accordance with
SFAS 121; "Accounting for the Impairment of Long-Lived Assets", and APB 17,
"Intangible Assets".

Amortization of goodwill and other intangible assets was $7,712,000,  $5,258,000
and, $5,019,000 in the years ended March 31, 2000, 1999 and 1998, respectively.

Marketable and long-term securities, and financial instruments:

Marketable securities classified as current assets include debt instruments with
less than one year remaining until  maturity,  are treated as available for sale
and are  recorded at market  value.  Long-term  securities  are also  treated as
available  for sale and are recorded at market value.  Unrealized  holding gains
and losses on  securities  classified  as  available  for sale are recorded in a
separate  component of shareholders'  equity. The fair values of such securities
are determined by published market prices,  independent  pricing services and/or
securities dealers.

The  Company  utilizes  certain  financial  instruments  to manage  its  foreign
currency and interest rate exposures. To qualify as a hedge, the Company must be
exposed to currency  or interest  rate risk and the  financial  instrument  must
reduce the exposure and be  designated as a hedge.  Additionally,  for hedges of
anticipated transactions,  the significant characteristics and expected terms of
the anticipated  transaction must be identified and it must be probable that the
anticipated  transaction will occur.  Financial instruments qualifying for hedge
accounting must maintain a high correlation  between the hedging  instrument and
the item being hedged,  both at inception and throughout the hedged period.  Any
gains or losses would be recognized  in interest,  dividends and other income if
anticipated transactions were not to occur.

The Company  uses  foreign  currency  options to mitigate  its foreign  currency
exposure. The corresponding gains and losses on those contracts are deferred and
included in the basis of the underlying hedged transactions when settled. Option
premiums on options used to hedge anticipated  exposures,  principally inventory
purchases,  are recorded as other  current  assets on the  consolidated  balance
sheets and  amortized  to expense  over the lives of the  related  options.  The
values of options, excluding their time values, are recognized as adjustments to
the related hedged items when the related transaction occurs.

The Company uses interest rate cap agreements and an interest rate swap
agreement to mitigate its interest  rate  exposure  related to variable  rate
borrowings. These  agreements  cover periods  similar to the third party debt
which they are intended to hedge.  The premiums on the cap agreements are
amortized to interest expense over the lives of the related agreements,  or
immediately if the related debt does not remain outstanding.


                                     - 27 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

During 1998 the Financial  Accounting  Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  and in 2000 it has issued  SFAS No. 138,
"Accounting  for Certain  Derivative  Instruments  and Hedging  Activities  - an
amendment of FASB  Statement No. 133".  These  standards  must be adopted by the
Company by April 1, 2001. They require that all derivative financial instruments
be recorded on the consolidated  balance sheets at their fair value.  Changes in
the fair value of derivatives  will be recorded each period in earnings or other
comprehensive earnings,  depending on whether a derivative is designated as part
of a hedge  transaction  and, if it is, the type of hedge  transactions  and the
extent to which the hedge is effective in  mitigating  the  exposure.  Gains and
losses on derivative  instruments  reported in accumulated  other  comprehensive
loss will be  reclassified  as  earnings in the  periods in which  earnings  are
affected by the hedged item.  The Company does not  anticipate  that adoption of
SFAS Nos. 133 and 138 will have a material  effect on its financial  position or
results of operations.

Retirement plans and deferred compensation agreements:

Pension costs recorded as charges to operations include  actuarially  determined
current service costs and an amount  equivalent to amortization of prior service
costs in accordance  with the provisions  set forth in SFAS No. 87,  "Employer's
Accounting  for  Pensions." It is the Company's  policy to fund pension costs in
accordance with the Internal Revenue Service full funding limitation.

The  Company  accounts  for  postretirement  benefits  other  than  pensions  in
accordance with SFAS No. 106, "Employers Accounting for Postretirement  Benefits
Other Than Pensions." The Company accounts for the cost of these benefits, which
are for health  care,  by accruing  them during the  employee's  active  working
career. The Company has elected to amortize the unfunded  obligation existing at
April 1, 1993 (transition obligation) over a period of 20 years.

The Company has agreements  with certain key executives  which provide  deferred
compensation  depending on length of service and average salary level.  Benefits
payable in the future to these  executives under these agreements are charged to
operations on an actuarially  determined basis over the attribution period which
equals the estimated period of active employment of such executives.

Concentration of Credit Risk:

The Company  sells a broad range of  products  in many  countries  of the world.
Concentrations  of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Company's customer base. Ongoing
credit  evaluations  of  customer's   financial  condition  are  performed  and,
generally,  no  collateral  is  required.  The Company  maintains  reserves  for
potential credit losses.

Research and development expenditures:

Research and development expenditures are charged to operations as incurred. The
charges  for the years  ended March 31,  2000,  1999 and 1998 were  $25,416,000,
$23,508,000, and $25,849,000, respectively.

Risks and Uncertainties:

The Company  markets  products  in highly  competitive  fields.  For many of its
products,   its  competitors  include  significantly  larger  corporations  with
substantially  greater resources.  The high degree of trademark  recognition and
goodwill  associated  with many of the  Company's  brand  names is an  important
factor in its ability to compete effectively.  While larger competitors are able
to commit significantly  greater revenues to national  advertising,  the Company
believes  its  advertising  and  marketing   expertise  enables  it  to  compete
effectively.

The primary competitive factors affecting  proprietary  over-the-counter  brands
are product formulation, reputation, advertising and consumer promotions.

                                     - 28 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)


  Note 2. Inventories:
     Major classes of inventories are
     summarized as follows:                                   March 31
                                                    2000                1999

  Raw and packaging materials...............    $ 41,845,000        $ 30,997,000
  Finished goods............................     102,895,000         104,950,000

     Total..................................    $144,740,000        $135,947,000

  Note 3. Property, Plant and Equipment:
     Major classes of property, plant and
     equipment are summarized as follows:                      March 31
                                                   2000                 1999

  Land......................................   $ 12,565,000         $ 16,467,000
  Building and related improvements.........    133,991,000          146,921,000
  Machinery and equipment...................    136,338,000          150,421,000
  Furniture and fixtures  ..................     68,729,000           61,128,000
  Construction in progress..................     12,002,000           12,594,000
                                                363,625,000          387,531,000

  Less:  Accumulated depreciation               134,469,000          135,261,000

     Total                                     $229,156,000         $252,270,000


Depreciation  expense  for the years  ended  March 31,  2000,  1999 and 1998 was
$22,660,000,  $20,852,000, and $19,651,000,  respectively.  Certain of the above
properties are pledged as collateral for long term debt (Note 6).

Note 4. Marketable and Long-Term Securities:

     The  Company  accounts  for  securities  in  accordance  with SFAS No.  115
"Accounting for Certain Investments in Debt and Equity Securities".  The Company
classifies its marketable and long-term securities as available-for-sale.

The Company's marketable and long-term securities,  both current and noncurrent,
as of March 31, 2000 consisted of the following:

<TABLE>
<CAPTION>

                                                                              Unrealized Holding
Security Type                     Amortized Cost        Fair Value         Gains            Losses
<S>                              <C>                 <C>              <C>             <C>

U.S. government & its agencies      $ 44,109,000      $ 42,032,000     $ 121,000       $ 2,198,000
Mortgage backed securities           112,510,000       111,042,000       508,000         1,976,000
State and municipal                  119,750,000       118,713,000       536,000         1,573,000
Hedge funds                           10,912,000        11,475,000       563,000                 -
                      Total         $287,281,000      $283,262,000    $1,728,000        $5,747,000

</TABLE>

The above  unrealized  holding  gains and losses are reflected as a component of
"Accumulated other comprehensive loss" in shareholders' equity.

                                     - 29 -

<PAGE>
<TABLE>

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)


The marketable  securities,  both current and non-current,  as of March 31, 1999
consisted of the following:
<CAPTION>



                                                                             Unrealized Holding
  Security Type                      Amortized Cost      Fair Value         Gains              Losses
  <S>                                <C>              <C>             <C>                  <C>

  U.S. government & its agencies       $ 39,843,000    $ 39,958,000    $  267,000            $152,000
  Mortgage backed securities             86,770,000      88,455,000     1,835,000             150,000
  State and municipal                   151,158,000     154,561,000     3,417,000              14,000
  Hedge funds                             4,000,000       4,102,000       102,000                   -
                      Total            $281,771,000    $287,076,000    $5,621,000            $316,000
</TABLE>


     The above  unrealized  holding  gains and  losses,  net of income  taxes of
     $1,083,000,   are   reflected   as  a  component  of   "Accumulated   other
     comprehensive income" in shareholders' equity.

   The maturities of the Company's investment in debt securities, at fair value,
  as of March 31, 2000 and 1999 were as follows:



                                        2000                            1999
  Within 1 year                    $ 23,557,000                    $ 29,994,000
  After 1 year through 5 years       52,901,000                      55,188,000
  After 5 years through 10 years     88,609,000                     107,614,000
  After 10 years                    106,720,000                      90,178,000
              Total                $271,787,000                    $282,974,000


     For the years ended March 31,  2000,  1999 and 1998 the  proceeds  from the
sales of long-term  securities including normal principal payments on government
agency   obligations,   bond   redemptions  and  maturities  were   $30,844,000,
$54,515,000  and  $46,457,000  respectively.   Net  realized  gains  from  these
transactions  were $177,000 for 2000,  $283,000 for 1999,  and $987,000 for 1998
respectively.  The costs of long-term marketable securities sold were determined
by specific identification.

     Note 5. Financial Instruments

     The  Company  uses  interest  rate  swaps,  interest  rate caps and foreign
currency exchange  options  to reduce  exposures  to market  risks from
fluctuations  in interest rates and foreign exchange rates.

     The Company had  interest  rate cap  agreements  with  notional  amounts of
$100,000,000  and  100,000,000  Euros   ($99,920,000)  at  March  31,  2000  and
$100,000,000  at March  31,  1999.  The US  dollar  denominated  caps  limit the
Company's  interest rate costs on its variable rate debt through June 1, 2002 if
the 90 day LIBOR rate  exceeds  9%.  The Euro  denominated  caps limit  interest
expense  during the period  from  October 29, 1999 to October 31, 2001 if the 90
day EURIBOR rate exceeds 4.5% and from October 31, 2001 through October 29, 2004
if the 90 day EURIBOR rate exceeds 5.5%. No benefits were derived from these cap
agreements  during the current  fiscal  year.  Costs  associated  with  notional
amounts in excess of loan  balances are expensed in the period  during which the
excess occurs.  Contracts are marked to market and the change in market value is
included in period results. The Company also had an interest rate swap agreement
with a notional  value of $2,273,000  and $2,562,000 at March 31, 2000 and 1999,
respectively.  The swap agreement fixes the interest rate on that amount of debt
at 6.1% until maturity on July 2, 2001.

                                     - 30 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

     At the end of fiscal years 2000 and 1999, the Company held foreign currency
     options to reduce the impact of fluctuations in certain foreign  currencies
     - principally the Japanese Yen, Euro,  British pound  sterling,  Australian
     dollar  and  Canadian  dollar  -  on  anticipated  transactions,  primarily
     inventory purchases.  The aggregate notional amount of these options at the
     end of fiscal year 2000,  which expire in fiscal  years 2001,  approximated
     $71,500,000 and had a weighted  average  maturity of 366 days. The notional
     value of  contracts  expiring  in fiscal 2000 and 2001 as of March 31, 1999
     was $137,755,000 with a weighted average maturity of 465 days.

     The estimated fair values of unexpired foreign currency options held, which
     represents  the amount the  Company  would  receive  if it  terminated  the
     agreements,  at the  end of  fiscal  2000  and  1999  were  $1,279,000  and
     $1,415,000, respectively. Realized net gains (losses) from foreign currency
     options   were  $72,000  and   ($2,165,000)   for  fiscal  2000  and  1999,
     respectively.

     The fair value of the interest rate cap agreements represents the estimated
     amount that the Company would pay to terminate the agreements. At March 31,
     2000 and 1999,  the Company would have paid  $1,398,000  and  $1,367,000 to
     terminate these agreements.

     The Company  realized  gains during fiscal 2000 of $5,267,000  from foreign
     currency swaps between the Brazilian Real and U.S. dollar, but did not hold
     any such swaps at year-end.

     The Company is exposed to potential loss in the event of  nonperformance by
     the counter-parties to its financial instruments. However, the Company does
     not  anticipate  nonperformance  by the  counter-parties,  which  are major
     financial   institutions.   The  Company  diversifies  its  exposure  among
     counter-parties to reduce credit exposure to any one counter-party.

     Note 6. Notes and Bonds Payable:

     Short-term notes payable consist primarily of borrowings from various banks
     at interest  rates  ranging  from 2.9% to 13.0% with a weighted  average of
     4.68%  and 5.47%  for the  fiscal  years  ended  March  31,  2000 and 1999,
     respectively.   At  March  31,  2000  and  1999,  the  Company   maintained
     uncommitted bank lines of credit aggregating $304,598,000 and $341,046,000,
     respectively.  Of these amounts,  $143,648,000 and $211,620,000 were unused
     at March 31, 2000 and 1999, respectively.  The fair value of the short-term
     notes payable  approximates book value due to the relatively short maturity
     of these loans.

     Long-term notes and bonds payable are comprised of the following:
<TABLE>
<CAPTION>

                                                                                        March 31
                                                                               2000                  1999
<S>                                                                       <C>                   <C>

  Variable rate Spanish Peseta notes (currently 3.63%)........             $  3,035,000           $       -
  Variable rate mortgage notes (currently 3.91%) due
   fiscal 2002................................................                2,273,000              2,562,000
  6.47% Senior notes due fiscal 2006..........................               50,000,000             50,000,000
  6.46% Senior notes due fiscal 2009..........................               50,000,000             50,000,000
  Variable rate bonds (currently 3.1%), due
     fiscal 2010..............................................                    -                  4,450,000
                                                                           $105,308,000           $107,012,000
</TABLE>

  Long-term  notes and bonds payable  maturing in the next five fiscal years and
  thereafter are as follows:

<TABLE>
<CAPTION>
                                                                                          March 31

                                                                               2000                  1999
<S>                                                                      <C>                     <C>

  F'2001......................................................             $      -               $       -
  F'2002 Variable rate notes..................................                2,728,000              2,562,000
  F'2003 Variable rate notes..................................                  759,000                   -
  F'2004 Variable rate notes..................................                  910,000                   -
  F'2005 Variable rate notes..................................                  911,000                   -
  F'2006 and later............................................             $100,000,000           $104,450,000

</TABLE>

   Certain  properties of the Company  (approximate  book value  $3,359,000) are
  pledged as collateral for the mortgage  notes.  The  requirements  of the bond
  indentures  include  the  maintenance  by the Company of  specified  financial
  ratios  and  tests   including  a  maximum  ratio  of  indebtedness  to  total
  capitalization and a minimum interest coverage ratio.

                                     - 31 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

          Interest  expense  on  all  borrowings  was  charged  to  expense  and
          aggregated  $14,859,000 in fiscal 2000, $13,528,000 in fiscal 1999 and
          $13,894,000 in fiscal 1998.

          The fair value of the senior notes at March 31, 2000 was  $99,598,500.
          The fair value of the senior notes at March 31, 1999 was  $98,625,000.
          The fair  value of the  remaining  long-term  debt  approximates  book
          value.

Note 7. Accounts Payable and Accrued Expenses:

Accounts payable and accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                                                                             March 31
                                                                                                   2000                      1999
<S>                                                                                           <C>                      <C>

  Accounts payable - trade..............................................................       $ 53,477,000             $ 52,970,000
  Accrued salaries, wages, vacation pay and bonuses.....................................         20,876,000               23,934,000
  Accrued advertising and selling expenses..............................................         48,154,000               48,286,000
  Restructuring and re-engineering......................................................             -                     9,200,000
  Accrued legal.........................................................................         17,300,000               20,066,000
  Other current liabilities.............................................................         14,910,000               18,740,000
</TABLE>
<TABLE>
<CAPTION>
                                                                                               $154,717,000             $173,196,000
  Note 8. Income Taxes:

        Income taxes consisted of:

                                                                             Current                 Deferred         Total
<S>                                                                      <C>                     <C>              <C>

  For the year ended March 31, 2000
         Federal.......................................................    $ 4,163,000            $    404,000     $ 4,567,000
         Foreign.......................................................     15,899,000              (2,058,000)     13,841,000
         State.........................................................        186,000                  35,000         221,000
                                                                           $20,248,000            $ (1,619,000)    $18,629,000

  For the year ended March 31, 1999
         Federal.......................................................    $ 3,679,000            $ (1,586,000)    $ 2,093,000
         Foreign.......................................................      7,179,000               6,403,000      13,582,000
         State.........................................................        336,000                (136,000)        200,000
                                                                           $11,194,000            $  4,681,000     $15,875,000

  For the year ended March 31, 1998
         Federal.......................................................    $ 3,741,000            $    752,000     $ 4,493,000
         Foreign.......................................................     11,353,000               2,135,000      13,488,000
         State.........................................................       (226,000)                 64,000        (162,000)
                                                                           $14,868,000            $  2,951,000     $17,819,000
</TABLE>

          Deferred income tax expenses result from temporary  differences in the
          recognition  of revenue and expense  for tax and  financial  statement
          purposes.

          The source and the tax effect of these differences were as follows:

<TABLE>
<CAPTION>

                                                                                2000             1999            1998
<S>                                                                       <C>               <C>              <C>

  For the year ended March 31:
     Depreciation........................................................  $(1,476,000)      $1,794,000       $(1,996,000)
     Expenses (not) currently deductible for
     tax purposes........................................................      (48,000)       2,702,000         6,376,000
     Other   ............................................................      (95,000)         185,000        (1,429,000)
             ............................................................  ($1,619,000)      $4,681,000        $2,951,000
</TABLE>

   A reconciliation  of the provision for income taxes and the amount that would
  be computed using  statutory  federal income tax rates on income before income
  taxes for the years ended March 31 is as follows:
<TABLE>
<CAPTION>

                                                                                            (In millions)

<S>                                                                             <C>             <C>           <C>
                                                                                2000            1999          1998
  For the year ended March 31:

   Tax at U.S. Federal statutory rate of 35%............................       $26.4           $23.6         $24.4
   Tax benefit on Puerto Rico investment income
     related primarily to tax-exempt bonds..............................        (2.5)           (2.6)         (2.7)
   Irish operating income taxed at lower rate..........................         (8.3)           (0.3)         (5.7)
   Reduction in taxes resulting from Puerto Rico
     source income subject to lower tax rate...........................         (1.4)           (5.0)         (2.8)
   Foreign tax rate differential.......................................          3.4             1.8           4.2
   Other...............................................................          1.0            (1.6)           .4
   Total...............................................................        $18.6           $15.9         $17.8
</TABLE>


                                     - 32 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

     The Company's  subsidiaries in Puerto Rico have agreements  which commenced
in fiscal 1988 and expire in 2012, which provide for a 90% exemption from income
taxes on operating  income.  The  Company's  subsidiary in Ireland has a 10% tax
rate on export sales.  The Company has not accrued U.S.  federal income taxes on
cumulative  undistributed earnings of foreign subsidiaries of $249,144,000 as of
March  31,  2000,  since  the  majority  of such  earnings  are  expected  to be
permanently  reinvested abroad. Where it is the intention to remit earnings, the
related U.S.  income taxes on these  earnings,  after giving effect to available
tax credits,  would not be material. The Company believes that the determination
of the liability  for the amount of  unrecognized  deferred  taxes for temporary
differences related to investments in foreign subsidiaries that are permanent in
duration is not practicable.

   Deferred tax assets and liabilities consisted of the following:*
                                                            March 31,
   Deferred tax assets:                             2000                 1999

     Coupon accrual, sales discounts,
     and workers compensation..............     $ 3,194,000          $ 3,386,000
     Employee benefits.....................       9,050,000            6,754,000
     Accrual on vacation...................       1,035,000            1,329,000
     Deferred compensation.................       4,067,000            3,968,000
     Capital gain..........................      11,970,000           10,471,000
     Accrued restructuring.................             -              3,496,000
     Other.................................       8,842,000            4,250,000
                                                $38,158,000          $33,654,000

   Deferred tax liabilities:
     Property, plant and equipment.........     $16,144,000          $17,784,000
     SFAS No. 115 adjustment...............             -              1,083,000
     Other.................................      15,841,000           10,233,000

                                                $31,985,000          $29,100,000

   *     As of March 31, 2000 and 1999,  recoverable  income taxes  reflected in
         the balance sheet in "Other current assets"  included  current deferred
         tax assets of $19,906,000 and $12,709,000,  respectively. The remaining
         deferred tax liabilities, net of deferred tax assets, were reflected in
         the balance sheet as "Deferred income taxes".


     Note 9. Retirement and Deferred Compensation Plans:

     In fiscal 1999, the Company adopted SFAS No. 132,  "Employers'  Disclosures
about Pensions and  Postretirement  Benefits," which standardizes the disclosure
requirements  for  pensions and other  postretirement  benefits.  The  Statement
addresses disclosure only. It does not address liability  measurement or expense
recognition. There was no effect on financial position or net income as a result
of adopting SFAS No. 132.

     The  Company and its  subsidiaries  have  several  pension  plans  covering
substantially all domestic employees and certain employees in foreign countries.
The  Company  makes  annual  contributions  to the  plans  equal to the  amounts
allowable under the Internal  Revenue  Service maximum full funding  limitation.
The domestic plan benefits are primarily based upon the employee's  compensation
during the sixty highest consecutive months of the last 120 months of employment
and the number of years of service.

     In addition to  providing  pension  benefits the Company  provides  certain
retiree health care benefits,  presented as "Other Benefits",  for substantially
all non-union  employees  (excluding Puerto Rico) who reach retirement age while
working for the  Company.  Health care  benefits are provided by Blue Cross Blue
Shield of New Jersey and selected Health Maintenance Organizations.  The Company
reserves the right to change or  discontinue  these benefits in whole or in part
at any time.

     The following tables provide a  reconciliation  of changes in domestic plan
obligations  and fair values of plan  assets at March 31,  2000 and 1999,  and a
statement of the funded status of the domestic plans at March 31, 2000 and 1999,
respectively:
<TABLE>
<CAPTION>


                                                                          Pension Benefits                     Other Benefits
                                                                        2000            1999                 2000          1999

  Change in Benefit Obligation
<S>                                                                   <C>               <C>                <C>          <C>
   Benefit Obligation at Beginning of Year........................     $64,440,000       $74,756,000        $9,042,000   $8,554,000
   Service Cost...................................................       4,173,000         4,261,000           335,000      329,000
   Interest Cost..................................................       4,602,000         4,352,000           634,000      607,000
   Settlement.....................................................            -          (17,075,000)             -            -
   Special Termination Benefits...................................            -              931,000              -            -
   Amendments.....................................................            -              913,000              -            -
   Curtailments...................................................            -             (394,000)             -            -
   Employee Contributions.........................................            -                 -               21,000       15,000
   Actuarial(Gain)/Loss...........................................      (9,515,000)        2,761,000        (1,486,000)    (279,000)
   Benefit Payments...............................................      (5,721,000)       (6,065,000)         (357,000)    (184,000)
   Benefit Obligation at End of Year..............................     $57,979,000       $64,440,000        $8,189,000   $9,042,000

  Change in Plan Assets

   Fair Value of Assets at Beginning of Year......................     $62,102,000       $77,492,000              -            -
   Settlement.....................................................            -          (17,075,000)             -            -
   Actual Return on Assets........................................       3,958,000         4,523,000              -            -
   Employer Contribution..........................................         266,000         3,227,000           336,000     $169,000
   Employee Contribution..........................................            -                 -               21,000       15,000
   Benefits Payments..............................................      (5,721,000)       (6,065,000)         (357,000)    (184,000)
   Fair Value of Assets at End of Year............................     $60,605,000       $62,102,000         $    -      $     -
</TABLE>

                                     - 33 -

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
<TABLE>
<CAPTION>


                                                                             Pension Benefits                   Other Benefits
                                                                           2000            1999              2000            1999

  Statement of the Funded Status
<S>                                                                  <C>             <C>              <C>              <C>

   Funded Status..................................................    $  2,626,000    $ (2,338,000)    $( 8,189,000)    $(9,043,000)
   Unrecognized (Gain)............................................     (24,538,000)    (15,690,000)      (2,523,000)     (1,054,000)
   Unrecognized Prior Service Cost................................       3,835,000       4,304,000             -               -
   Unrecognized Transition Obligation.............................            -           (564,000)       3,649,000       3,930,000
   Accrued Benefit Cost...........................................    $(18,077,000)   $(14,288,000)    $ (7,063,000)    $(6,167,000)
</TABLE>

     As of March 31, 2000 and 1999, accrued pension and other benefits costs are
reflected in the balance sheet in "Deferred Compensation and Other Liabilities".

     The projected benefit obligation,  accumulated benefit obligation, and fair
value of plan assets for the pension plans with accumulated  benefit obligations
in excess of plan assets were $6,036,000,  $2,309,000 and zero,  respectively as
of March 31, 2000 and $6,377,000,  $4,288,000 and zero, respectively as of March
31, 1999.

     The following table provides the amounts recognized in the balance sheet as
of March 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                             Pension Benefits                  Other Benefits
                                                                           2000            1999             2000            1999
<S>                                                                  <C>              <C>              <C>             <C>

   Prepaid Benefit Costs..........................................    $  5,089,000     $  4,615,000     $     -         $      -
   Accrued Benefit Liability......................................     (23,166,000)     (20,122,000)    (7,063,000)      (6,167,000)
   Intangible Asset...............................................            -           1,219,000           -                -
   Net Amount Recognized..........................................    $(18,077,000)    $(14,288,000)   $(7,063,000)     $(6,167,000)
</TABLE>

     The following  table provides the  components of net periodic  benefit cost
for the domestic plans at March 31, 2000, 1999, and 1998.
<TABLE>
<CAPTION>

                                                          Pension Benefits                               Other Benefits
                                               2000            1999            1998              2000           1999           1998
<S>                                        <C>             <C>            <C>             <C>            <C>            <C>

   Service Cost.......................      $4,173,000      $4,261,000     $ 3,592,000     $  334,000     $  328,000     $  286,000
   Interest Cost......................       4,602,000       4,353,000       4,515,000        634,000        607,000        622,000
   Expected Return on
     Plan Assets......................      (4,626,000)     (4,402,000)    (5,268,000)           -              -              -
   Amortization of
     (Gain) Loss......................            -            (52,000)    (4,935,000)        (17,000)          -              -
   Amortization of Prior
     Service Cost.....................         469,000         403,000         403,000           -              -              -
   Amortization of
     Transition Obligation............        (564,000)       (567,000)       (684,000)       281,000        281,000        281,000
   Annual Net Periodic
     Benefit Cost.....................       4,054,000       3,996,000      (2,377,000)     1,232,000      1,216,000      1,189,000
   Change in (gain) loss
      recognition ....................            -               -         (1,447,000)          -              -              -
   Voluntary Retirement
     Incentive Program................            -               -               -              -              -              -
   Curtailment Gain...................            -           (394,000)           -              -              -              -
   Settlement Gain....................           -          (2,807,000)           -              -              -              -
   Special Termination
     Benefits.........................           -             931,000       3,924,000           -              -              -
   Total Pension Cost.................      $4,054,000      $1,726,000     $   100,000     $1,232,000     $1,216,000     $1,189,000

</TABLE>


     As a result of a workforce  reduction program,  the Company offered special
enhanced  benefits  to  potential  retirees  in fiscal  years 1999 and 1998.  As
required  under  SFAS No. 88,  charges of  approximately  $.9  million  and $3.9
million in fiscal years 1999 and 1998,  respectively,  related to these enhanced
benefits,  were recognized  immediately.  In addition,  in fiscal year 1999, the
Company  recognized a curtailment  gain of $.4 million and a settlement  gain of
$2.8 million related to these reductions.

     During  fiscal  year  1998,  the  Company   changed  the   methodology  for
recognizing gains and losses. The recognition  methodology went from the minimum
amortization approach stated under SFAS No. 87 to a methodology that accelerates
the  recognition  of gains.  The  impact of this  change  resulted  in a gain of
approximately $1.4 million.

     The assumptions  used in measuring the Company's  benefit plan  obligations
are as follows:

   Benefits Obligation at Beginning of Year

                                         Pension Benefits    Other Benefits
                                        2000         1999   2000         1999

   Discount Rate......................  8.25%        7.25%  8.25%          7.25%
   Expected Return on
     Plan Assets......................  9.00         9.00    -              -
   Salary Scale.......................  5.00         5.00    -              -



                                     - 34 -

<PAGE>



  NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS (Continued)

   Health Care Trend Rates

     A 6.5% annual rate of  increase in the per capita  costs of covered  health
care benefits was assumed for 1999.  The rate was assumed to decrease  gradually
to 5.5% for 2001 and remain at that level  thereafter.  Increasing  the  assumed
health care cost trend rates by one percentage point in each year would increase
the  Accumulated  Postretirement  Benefit  Obligation  as of March  31,  2000 by
approximately  $240,000  and the  aggregate  of the  service and  interest  cost
components of net periodic  postretirement  benefit cost for the year then ended
by  approximately  $20,000.  Similarly,  decreasing the assumed health care cost
care  trend  rates by one  percentage  point in each  year  would  decrease  the
Accumulated   Postretirement   Benefit  Obligation  as  of  March  31,  2000  by
approximately  $266,000  and the  aggregate  of the  service and  interest  cost
components of net periodic  postretirement  benefit cost for the year then ended
by approximately $23,000.

     The domestic plans are fully funded. Domestic Plan assets consist primarily
of government bonds, corporate bonds and common stocks.

     The Company has a Special  Stock Unit Plan (the  "Plan")  whereby  selected
participants  receive the right to deferred  compensation based on the growth in
the Company's  average earnings per share, as defined in the Plan, and the value
of the awards is  adjusted to reflect the  dilutive  effect of stock  dividends.
Charges  under the Plan for the years ended March 31,  2000,  1999 and 1998 were
$1,024,000, $495,000 and $2,894,000, respectively.

     The Company has employment  contracts with four  executives of the Company.
These contracts specify the payment of benefits to the individual or beneficiary
upon the  termination  of employment  or death.  Deferred  compensation  payable
includes  $3,651,000  at March  31,  2000 and  $3,338,000  at  March  31,  1999,
respectively.

  Note 10. Shareholders' Equity:

     The two classes of the Company's Common Stock are identical in all respects
except that (a) all voting rights are held by the owners of Class B Common Stock
and (b) holders of Class A Common Stock are entitled to receive dividends,  when
and if declared by the Board of Directors  whether or not dividends are declared
in respect of the Class B Common Stock, but in the event of the declaration of a
dividend in respect of the Class B Common Stock, a dividend of at least the same
amount must be declared in respect of the Class A Common  Stock.  The  Company's
Certificate  of  Incorporation  provides  that upon an  affirmative  vote of the
holders of two-thirds  of the  outstanding  Class B Common Stock,  all shares of
Class A Common Stock will be converted into Class B Common Stock. The conversion
terms  are one  share of Class A Common  Stock  for one  share of Class B Common
Stock  subject  to  certain   antidilutive   or  other  capital   reorganization
provisions.

     On December 7, 1999,  the Company  announced  that it may  repurchase up to
500,000  shares of its Class A Common  Stock on the open market or in  privately
negotiated  transactions  depending on market  conditions and other factors.  To
date,  the Company has  repurchased  and  retired  370,000  Class A shares at an
average  price of $28.03  which  represents  2.5% of total  outstanding  Class A
shares. It is the Company's practice to purchase shares in the open market equal
in number  to shares  issued  pursuant  to the  exercise  of  options  under the
Company's  Stock Option Plan.  Accordingly,  7,000 shares were purchased  during
fiscal 2000 (See Note 14).

     On October 26, 1999,  the Company  declared an increased  cash  dividend of
$.32 on the Class A Common  Stock and an extra  Common  Stock  dividend of 3% on
both the Class A and Class B Common  Stock,  and an increased  cash  dividend of
$0.11 1/8 per share on the Class B Common  Stock,  payable on January 3, 2000 to
shareholders of record as of December 1, 1999.

     On November 3, 1998,  the Company  declared an increased  cash  dividend of
$.3175 on the Class A Common Stock and an extra  Common Stock  dividend of 3% on
both the Class A and Class B Common  Stock,  and an increased  cash  dividend of
$0.11 1/16 per share on the Class B Common Stock,  payable on January 4, 1999 to
shareholders of record as of December 1, 1998.

     On November 4, 1997,  the Company  declared an increased  cash  dividend of
$.315 on the Class A Common Stock and an extra  Common  Stock  dividend of 3% on
both the Class A and Class B Common  Stock,  and an increased  cash  dividend of
$.11 per  share on the  Class B Common  Stock,  payable  on  January  2, 1998 to
shareholders of record as of December 1, 1997.

     Earnings per share of common stock has been restated to reflect the current
and prior years' stock dividends.


                                     - 35 -

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
<TABLE>

     Changes in Class A Common Stock, Class B Common Stock and capital in excess
of par value during fiscal 2000, 1999 and 1998 were as follows:
<CAPTION>

                                                       CLASS A                             CLASS B
                                                     COMMON STOCK                        COMMON STOCK
                                                                                                                      Capital in
                                                        Issued                             Issued                     Excess of
                                                 Shares            Amount            Shares              Amount       Par Value
<S>                                           <C>                 <C>               <C>               <C>             <C>

  Balance, March 31, 1997..................    13,544,000          $1,354,000         7,936,000         $794,000       $249,375,000

  3% Stock Dividend........................       407,000              41,000           238,000           23,000         30,744,000
  Savings Incentive Plan(1)................        40,000               4,000             -                -              1,874,000

  Balance, March 31, 1998..................    13,991,000           1,399,000         8,174,000          817,000        281,993,000

  3% Stock Dividend........................       421,000              42,000           245,000           25,000         22,700,000
  Savings Incentive Plan(1)................        44,000               4,000             -                -              1,740,000

  Balance, March 31, 1999..................    14,456,000           1,445,000         8,419,000          842,000        306,433,000

  3% Stock Dividend........................       434,000              44,000           252,000           25,000         23,021,000
  Savings Incentive Plan(1)................        18,000               2,000             -                -                612,000
  Stock Options Exercised..................         7,000               1,000             -                -                277,000
  Stock Repurchase.........................      (377,000)            (38,000)            -                -            (10,650,000)

  Balance, March 31, 2000..................    14,538,000          $1,454,000         8,671,000         $867,000       $319,693,000
</TABLE>

     (1) The  Company  has a  voluntary  savings  incentive  plan  for  eligible
domestic  employees.  Company  contributions  to this  401(K)  plan  are used to
purchase the Company's Class A Common Stock.


Note 11.  Legal Proceedings:

     The Company is involved in various  routine  litigation  incidental  to its
continuing and previously  discontinued  operations.  While the  significance of
these matters  cannot be fully assessed at this time,  management,  on advice of
counsel,  does not believe  that any  additional  liability  that may arise from
these  proceedings  will  have  a  material  adverse  impact  on  the  Company's
consolidated financial position, results of operations or liquidity.

Note 12.  Earnings Per Common Share:

     Basic  earnings per share is computed by dividing net income for the period
by the weighted  average number of common shares  outstanding.  Diluted earnings
per share is  computed  by  dividing  net income for the period by the  weighted
average  number  of  common  shares   outstanding   and  dilutive  common  stock
equivalents.  The  difference  between  the  number of shares  used in the basic
earnings  per share  calculation  compared  to the  diluted  earnings  per share
calculation  is due  primarily  to the  dilutive  effect  of  outstanding  stock
options.  Stock  options  totaling  214,904  and zero were not  included  in the
computation  of diluted  earnings  per share for the years ending March 31, 2000
and 1999,  respectively,  as the  exercise  prices were greater than the average
market price of the common stock.  Additionally,  stock options were not granted
prior to March 31, 1998.

     The  following  table  reconciles  the  number  of shares  utilized  in the
earnings per share calculations:

                                                     Year Ended March 31,
                                           (In Thousands, Except Per Share Data)
                                              2000         1999           1998

  Net income............................... $56,759      $51,622        $51,792
  Earnings per common share-basic..........   $2.42        $2.19          $2.20
  Earnings per common share-diluted........   $2.42        $2.19          $2.20
  Number of shares (in thousands):
  Weighted average common shares-basic....   23,481       23,538         23,492
  Effect of dilutive securities:
   Stock options.......................... .      4            5              -

  Weighted average common shares-diluted.... 23,485       23,543         23,492


Note 13. Restructuring and Re-engineering Provision (Credit):

     In the fourth quarter of fiscal 1997,  the Company  approved a program (the
"Program") to  consolidate  its  manufacturing  operations by closing six of its
twelve production facilities in various parts of the world. The facilities to be
exited were located in Belgium, the United Kingdom, Australia,  Canada, the U.S.
and Argentina. Significant components of the Program involved the termination of
approximately 450 manufacturing employees (23% of its manufacturing  workforce),
the  cleanup,  closing  and sale of  plants,  and the  physical  disposition  of
inventory and equipment.



                                     - 36 -

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

     The following  table  displays a  rollforward  of the  liabilities  for the
manufacturing  restructuring  from  inception to March 31, 2000:
(In Thousands)
<TABLE>
<CAPTION>

                                                                                                        Amount    Amount    Re-
                  Original  Amounts             Amount                    Amount    Amount    Ending   Utilized  Reversed  maining
                  Provision Utilized  Remaining Utilized        Remaining Utilized  Reversed  Balance  in Fiscal in Fiscal Balance
Type of Cost      Fiscal    in Fiscal Balance   in Fiscal       Balance   in Fiscal in Fiscal 3-31-99* 2000      2000      3-31-2000
                  1997      1997      3-31-97   1998      Other 3-31-98   1999      1999
<S>              <C>        <C>      <C>       <C>       <C>   <C>       <C>       <C>       <C>      <C>       <C>       <C>

Employee severance
and related costs $15,454(a)   -      $15,454   ($7,516)($3,300) $4,638  ($2,637)  ($2,001)     -        -        -         -
Plant closing and
related asset
write-offs          32,978(b)$(24,468)   8,510      -     (8,510)   -        -         -         -        -        -         -
Re-engineering       7,184(c)  (7,184)    -         -       -       -        -         -         -        -        -         -
Contractual
obligations         16,834(d)  (5,042)  11,792    (7,500) 11,110  15,402     (562)  (5,640)    $9,200   ($623)  ($8,577)     -
& other
                   $72,450   $(36,694) $35,756  ($15,016)  ($700)$20,040  ($3,199)  ($7,641)   $9,200   ($623)  ($8,577)     -
</TABLE>

    *The balance at the end of the year is classified as a current liability.


     (a) Represents  severance costs for approximately 450 production  employees
at six facilities. Estimates were based on calculations derived by attorneys who
considered  the local  labor laws at each  location.

     (b) Represents estimated impairment losses on land and buildings to be sold
($15 million) and machinery  and  equipment to be disposed ($14  million).  Also
included is the  estimate of site cleanup  costs ($4  million).  Estimates  were
based principally on appraisals from third-party appraisers.

     (c) Principally  represents  consulting  costs, as well as limited training
and maintenance costs, which were expensed during 1997.

     (d) Represents consulting and legal fees and other costs.

     In 1997, the Company re-engineered certain major systems and processes. The
non-recurring,  incremental  costs  of the  re-engineering  aggregated  to  $7.2
million,  and included  primarily  consulting  costs and training  costs.  These
amounts  have  been   classified   and   presented   within  the   Manufacturing
restructuring  and  re-engineering  provision  caption on the fiscal 1997 income
statement.

     During fiscal 1998,  the Company sold three  facilities at aggregate  sales
prices  substantially  in excess of its  original  estimates,  and  continued to
actively market the three remaining facilities located in Canada,  Argentina and
the U.S. As a result of the  realization of sales prices for the facilities sold
in excess of amounts originally  anticipated,  in 1998 the Company  reclassified
approximately  $8.5 million from its plant  closing  liability and related asset
write-offs  to its  contractual  obligations  and other  liability (as discussed
below).  In  addition,  with the  exception  of a  limited  group  of  employees
(approximately 56) at the Company's U.S. facility,  all manufacturing  employees
included in the initial restructuring plan have been severed (392 employees). As
of March 31, 1998,  the aggregate  cost of the Company's  severance  program was
$3.3 million less than initially anticipated, principally due to favorable labor
negotiations.  Accordingly,  during fiscal 1998, the Company  reclassified  $3.3
million  from  its  employee  severance  and  related  costs  liability  to  its
contractual obligations and other liability (as discussed below).

     As of March 31,  1998,  the Company  had  discontinued  substantially`  all
production at the U.S.  location to be closed.  The remaining  production at the
facility was due to a contractual  agreement with the purchaser of the Company's
ethical  pharmaceutical  products  division,  which was sold in fiscal 1996.  In
connection with the original  restructuring  plan,  management believed that the
facility  would either be sold to the entity to which the Company was  obligated
for   production  or  to  another   entity,   whom  it  expected   would  assume
responsibility  for the  production.  As of March 31,  1998,  the  restructuring
provision was increased to cover production costs remaining under the contract.

     As of March 31, 1999, the Company  identified  additional excess amounts of
$7.6  million due to  additional  favorable  experiences  in  calculating  final
severance payments and settlement of post-closing adjustments in connection with
the sale of one of its plants. In addition, as a result of favorable fixed asset
disposals,  which are not  presented in the above table,  a gain of $5.1 million
was generated.  Consequently,  the Company  recorded a  restructuring  credit of
$12.7 million in its income statement for the year ended March 31, 1999.

     The liability  balance,  $9.2 million,  at March 31, 1999,  represents  the
production costs remaining under the contract with the third party.


                                     - 37 -

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)

     During the current  fiscal year,  the Company  transferred  the  production
equipment  from the U.S.  facility  to an  unrelated  party's  facility  and was
relieved of its contractual obligation to produce a certain product.

     The Company sold the Canadian facility and the Argentinean facility in June
1999 and July 1999,  respectively.  In the third  quarter,  the Company sold the
remaining  manufacturing  facility  at a price  that  approximates  its net book
value.  The sale of the facility  completed the  activities  required  under the
Company's Program. Accordingly, the Company has reversed the remaining liability
and recorded a  restructuring  credit of $8.6 million in its statement of income
for the year ended March 31, 2000.

  Note 14.  Stock Option Plan

     In June,  1998 the Company  implemented  its Stock Option Plan (the "Plan")
whereby  incentive and nonqualified  options to purchase shares of the Company's
Class A Common Stock,  par value $0.10 per share, may be granted to employees of
the Company and its subsidiaries. The aggregate number of shares of common stock
for which options may be granted  under the Plan is  1,000,000.  The fair market
value of the Company's common stock is determined on the date of grant as quoted
on the NASDAQ National Market. Stock options expire ten years from the date they
are granted and vest over service periods of three years, although early vesting
may occur in cases of death, disability or normal retirement.

     The following  tables  summarize  activity  regarding stock options for the
years ended March 31, 2000 and 1999:

                                       Options                  Weighted Average
                                       Outstanding*             Exercise Price*
  Balance at March 31, 1998                -                         -
  Options granted                       107,367                   $35.79
  Options exercised                        -                         -
  Options cancelled/forfeited            (2,920)                   37.06
  Balance March 31, 1999                104,447                    35.83
  Options granted                       185,720                    37.70
  Options exercised                      (7,451)                   37.32
  Options cancelled/forfeited            (3,462)                   38.74
  Balance at March 31, 2000             279,254                    37.00

  There were stock options exercisable with respect to 6,770 and 7,182 shares at
  March 31, 2000 and 1999 respectively.

                         Options            Options            Remaining
                         Outstanding at     Exercisable at     Contractual
  Exercise Price*        March 31, 2000*    March 31, 2000*    Life in Years
        $36.23               41,187              691               8.2
         37.32                4,397            4,397               8.2
         34.88                6,685             -                  8.2
         32.28               18,034             -                  8.5
         37.01               17,160             -                  8.7
         37.38                8,241             -                  8.9
         40.41                5,841             -                  9.2
         42.23              103,104            1,682               9.2
         41.26                4,315             -                  9.2
         37.56               23,974             -                  9.5
         28.81                3,263             -                  9.7
         25.00               21,120             -                  9.7
         25.38                2,128             -                  9.7
         29.75                2,895             -                 10.0
         28.69               16,910             -                 10.0
                            279,254            6,770

         *Adjusted to reflect 3% stock  dividends  with the exception of options
  that were cancelled/forfeited.


                                     - 38 -

<PAGE>



  NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS (Continued)


  The Company applies Accounting Principles Board Opinion No. 25 "Accounting for
  Stock  Issued  to  Employees,"  ("APB  25")and  related   interpretations   in
  accounting for its Plan. During the year ended March 31, 2000, the Company did
  not  recognize  compensation  expense for options  granted to employees as the
  option  exercise  price  per  share of Class A Common  Stock  was equal to the
  closing  sale  price of the stock on the date of grant as quoted on the NASDAQ
  National  Market.  The Company  estimates that it will recognize  compensation
  expense  in an  aggregate  amount of $0 in future  years as  options  vest for
  grants made during fiscal 2000.

  Had  compensation  expense for options  granted to employees  been  determined
  based  upon the fair  value at the  date of  grant of  awards  under  the Plan
  consistent with the methodology prescribed under SFAS No. 123, "Accounting for
  Stock Based  Compensation,"  ("SFAS 123"), the Company's net income and income
  per share for the year ended March 31, 2000 and 1999 would have  decreased  by
  approximately  $631,000  or $0.03 per share and  $159,000  or $0.01 per share,
  respectively.

  The fair value of options  granted to  employees  during the years ended March
  31, 2000 and 1999 have been  determined on the date of the  respective  grants
  using the Black-Scholes  option pricing model based on the following  weighted
  average assumptions:

                                    2000                                1999
  Risk-free rate                    6.37%                              5.19%
  Volatility                        48.3%                              25.0%
  Expected life                   5 years                            5 years
  Dividend yield                    4.64%                              3.50%

  Using the  Black-Scholes  model,  the average fair value of options granted in
  fiscal years 2000 and 1999 was $13.60 and $7.99 respectively.

  Note 15.  Accumulated Other Comprehensive Loss:

  Components of accumulated other comprehensive loss consist of the following:

                                        (Dollars in Thousands)
                                                                   Accumulated
                                Foreign           Unrealized       Other
                                Currency          Gains/(Losses)   Comprehensive
                                Translation       on Securities    Loss

   March 31, 1998                $(18,241)         $3,692           $(14,549)

   Change in fiscal 1999            4,232             530              4,762

   March 31, 1999                 (14,009)          4,222             (9,787)

   Change in fiscal 2000          (17,994)         (8,241)           (26,235)

   March 31, 2000                $(32,003)        $(4,019)          $(36,022)


  Note 16. Segment Information:

   The  Company  has  adopted  SFAS No.  131,  "Disclosure  about  Segments of a
  Business Enterprise and Related Information," which requires reporting certain
  financial  information  according to the "management  approach." This approach
  requires reporting  information regarding operating segments on the basis used
  internally by management to evaluate segment performance.

   The  accounting  policies of the segments are the same as those  described in
  Note 1, "Significant  Accounting  Policies".  Segments are determined based on
  geographic  area. The Company  evaluates the performance of its segments based
  on operating profit,  excluding  interest  expense,  other income and expense,
  certain  unallocated  expenses,  the effects of nonrecurring items, and income
  tax expense.

   The Company was managed until last fiscal year in three  operating  segments:
  United States; Europe, Africa and the Middle East; and Latin America,  Canada,
  and  Asia/Pacific.  During fiscal 2000, the  operations  were divided into two
  geographic  areas:  Americas,  covering  USA,  Canada and Latin  America,  and
  International,  covering Europe,  Asia/Pacific,  Africa and Middle East. Prior
  year data has been restated for comparability purposes.


                                     - 39 -

<PAGE>



  NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS (Continued)
<TABLE>

   The following table presents information  concerning the Company's continuing
  operations  by  geographic  area for the years ended March 31, 2000,  1999 and
  1998.
<CAPTION>

                                                                                   2000              1999                1998
<S>                                                                           <C>             <C>                    <C>
                                                                                                 (in thousands)
  GEOGRAPHIC AREA Net Sales:
     Americas.............................................................     $  424,317       $  420,426            $  462,231
     International........................................................        440,003          400,675               400,826
     Consolidated net sales...............................................     $  864,320       $  821,101            $  863,057

   Operating Income:
     Americas.............................................................     $   64,086       $   71,754            $   71,583
     International........................................................         50,067           32,016                47,975
     Total operating income...............................................        114,153          103,770               119,558
     General corporate expenses, net (1)..................................        (38,815)         (36,273)              (49,947)
     Consolidated income before income taxes..............................     $   75,388       $   67,497            $   69,611

   Assets:
     Americas.............................................................     $  496,987       $  507,308            $  484,153
     International........................................................        355,037          324,016               329,369
     Total identifiable assets............................................        852,024          831,324               813,522
     General corporate assets (2).........................................        324,907          335,439               273,550
     Consolidated assets..................................................     $1,176,931       $1,166,763            $1,087,072

   Depreciation and Amortization:
     Americas.............................................................     $   20,302       $   18,209            $   16,634
     International........................................................         10,070            7,901                 8,036
     Consolidated depreciation and amortization...........................     $   30,372       $   26,110            $   24,670

   Capital Expenditures:
     Americas.............................................................     $   18,984       $   30,324            $   28,545
     International........................................................          8,594            9,430                17,277
     Consolidated capital expenditures....................................     $   27,578       $   39,754            $   45,822

</TABLE>

   (1) General corporate expenses include administrative  expenses,  translation
  losses  relating  to highly  inflationary  countries,  interest  expense  less
  investment income and manufacturing restructuring provision and credits.

   (2) General  corporate assets include cash and cash  equivalents,  marketable
and long-term securities.

  Note 17.  Contingency Payments:

   The Company is conditionally  liable for additional milestone payments of $29
  million related to the  Atridox(Registered  trademark)  acquisition if certain
  future events occur. The timing of such future occurrences cannot currently be
  estimated.

  Note 18.  Subsequent Event:

   In  April,   Block  Drug  Company  Canada  acquired  the   Spectro(Registered
  trademark) line of over-the-counter  dermatology products,  including soapless
  hand  and  face   cleansers   and  an  antifungal   antiseptic   cleanser  for
  approximately $9 million.


                                     - 40 -

<PAGE>



  QUARTERLY FINANCIAL INFORMATION
  (Unaudited)
<TABLE>

   The  following is a tabulation  of quarterly  results of  operations  for the
  years ended March 31, 2000 and 1999:

<CAPTION>
                                                                                Fiscal 2000 Quarters
                                                            First              Second             Third(2)          Fourth
<S>                                                   <C>                 <C>                <C>                 <C>

  Net sales........................................... $ 200,895,000       $ 214,868,000      $ 209,461,000       $ 239,096,000
  Gross profit........................................   132,144,000         139,186,000        132,663,000         142,206,000
  Income Before Income Taxes..........................    18,284,000          18,335,000         19,052,000          19,717,000
  Net Income     .....................................    13,147,000          13,878,000         13,615,000          16,119,000
  Earnings per share of Common Stock..................          $.56                $.59               $.57                $.69
   (Basic and Diluted)(1)
                                                                              Fiscal 1999 Quarters
                                                              First              Second              Third             Fourth(2)

  Net sales...........................................  $189,447,000        $204,063,000      $ 194,485,000        $233,106,000
  Gross profit........................................   125,270,000         133,479,000        116,775,000         143,732,000
  Income Before Income Taxes..........................    16,194,000          16,910,000         17,639,000          16,754,000
  Net Income .........................................    11,935,000          12,794,000         12,313,000          14,580,000
  Earnings per share of Common Stock
   (Basic and Diluted)(1).............................          $.51                $.54               $.52                $.62
</TABLE>

     (1)  Restated to reflect the three percent stock dividends (See Note 10).

     (2)  Reflects a credit of $8,577,000 and  $12,673,000  for the fiscal years
          2000 and 1999,  respectively,  in connection with a restructuring  and
          re-engineering. See Note 13 to the Consolidated Financial Statements.

Item 9. Changes In and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure

Not applicable.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant:

(a)  Directors of the Registrant

            The  following is a list of each  director of the Company,  the date
  their  present terms of office will expire and all other  positions  presently
  held with the Company unless otherwise noted:

<TABLE>
<CAPTION>

                                                         Date of           Date Term                 Other Positions Held
                Name                      Age          Appointment          Expires                (or principal occupation)
==================================== ============ ==================== =================  ==========================================
<S>                                       <C>           <C>                <C>           <C>

   Leonard Block                           88              9/48               6/01        Senior Chairman of the Board
   James A. Block                          63              4/63               6/01        Chairman of the Board
   Thomas R. Block                         55              7/70               6/01        President
   Peter M. Block                          33              5/97               6/01        President, International Division
   Michael P. Danziger                     36              1/98               6/01        President, The Steppingstone
                                                                                          Foundation
   Peggy Danziger                          60              5/89               6/01        Private Investor
   Dominick P. DePaola,                    57             10/97               6/01        President & Director, Forsyth Institute
   D.D.S., Ph.D.                                                                          Boston, MA
   William T. Golden                       90              7/70               6/01        Corporate Director and Trustee
   Melvin Kopp                             70             12/78               6/01        Senior Vice President
   Peter C. Mann                           58              3/96               6/01        President, Americas Division
   John E. Peters                          58             10/88               6/01        Senior Vice President, General Counsel
                                                                                          and Secretary
   Peter J. Repetti                        82              3/76               6/01        Member, Fulbright & Jaworski L.L.P.
                                                                                          (Retired)
   Mary C. Tanner                          50              9/95               6/01        Financial Consultant
==================================== ============ ==================== =================  ==========================================
</TABLE>

                                     - 41 -

<PAGE>

  Item 10. Directors and Executive Officers of the Registrant: (Continued)

       (a) Directors of the Registrant (Continued)

     The  following  family  relationships  exist  among  the  Directors  of the
Company:  Leonard Block is the father of Thomas R. Block and Peggy Danziger, the
uncle of James A. Block,  great uncle of Peter M. Block and the  grandfather  of
Michael P. Danziger.  James A. Block is the father of Peter M. Block.  Thomas R.
Block and Peggy  Danziger are brother and sister and are first  cousins of James
A. Block. Michael P. Danziger is the son of Peggy Danziger,  grandson of Leonard
Block, and nephew of Thomas R. Block.

       Each  Director of the  Company  has been  employed by the Company for the
  past five years except for (i) William T. Golden who is a director and trustee
  of Verde  Exploration  Ltd, (ii) Peter J.  Repetti,  an attorney and a retired
  member of the New York law firm of  Fulbright & Jaworski  L.L.P.,  (iii) Peggy
  Danziger, who is a private investor, (iv) Michael P. Danziger,  President, The
  Steppingstone Foundation, (v) Mary C. Tanner, a Financial Consultant, and (vi)
  Dominick P. DePaola, DDS, Ph.D, President & Director, Forsyth Institute.

     The  Executive  Committee  consists  of Leonard N.  Block,  James A. Block,
Thomas R. Block and Peter M. Block.

     The Audit Committee consists of Thomas R. Block, William T. Golden and Mary
Tanner.

     The  Compensation  Committee  consists  of  William  T.  Golden  and  Peter
J.Repetti.

     None of the Directors  serve on the Boards of Directors of any other public
corporation,  except  for (i)  William  T.  Golden  who  serves  on the Board of
Directors of Verde Exploration Ltd. and General American Investors.

       On October 31, 1977, Leonard Block and James A. Block executed a document
  setting forth their mutual intent concerning the  representation of the Melvin
  Block  family  group  and the  Leonard  Block  family  group  on the  Board of
  Directors of the Company.  Melvin Block  (deceased)  is the father of James A.
  Block  and  brother  of  Leonard  Block.   They  stated  their   intention  as
  shareholders  and not as directors  to maintain  equal  representation  of the
  Melvin Block  family group and the Leonard  Block family group on the Board of
  Directors.  On January 8, 1998,  Leonard  Block and James A. Block  executed a
  letter  expressing  their mutual  intent to add another  Leonard  Block family
  group member to the Board of Directors of the Company.  The letter  authorizes
  the Melvin Block family group to add a fourth  representative  to the Board of
  Directors.  They further stated their awareness that the sentiments  expressed
  in such letters did not constitute a binding  agreement  between them and that
  all  actions  taken  in the  future  by them in  whatever  capacity  to  elect
  directors must and would be those which,  in their  judgment,  would be in the
  best  interest of the Company.  At present,  the Melvin Block family group has
  three (3) representatives on the Board of Directors:  James A. Block, Peter M.
  Block, and Peter J. Repetti (attorney); and the Leonard Block family group has
  four (4)  representatives  on the Board of Directors:  Leonard  Block,  Thomas
  Block, Peggy Danziger and Michael P.
  Danziger.

     (b) Executive Officers of the Registrant

       The  following is a list of each  executive  officer of the Company,  the
  date his present term of office will expire, and all other positions presently
  held with the Company:


                                     - 42 -

<PAGE>


<TABLE>

Item 10.  Directors and Executive Officers of the Registrant: (Continued)

<CAPTION>

                                                  Date of            Date Term
             Name                   Age         Appointment           Expires                         Positions
=============================== ========== ===================== =================  ============================================
<S>                              <C>          <C>                <C>               <C>

  Leonard Block                      88             10/88               6/01        Senior Chairman of the Board (1)
  James A. Block                     63             10/88               6/01        Chairman of the Board(1)
  Thomas R. Block                    55             10/88               6/01        President(1)
  Peter M. Block                     33             5/97                6/01        President, International
                                                                                    Division(1)
  Peter Anderson                     45             5/99                6/01        Senior Vice President, Chief
                                                                                    Financial Officer (2)
  Claus E. Blach                     61             5/98                6/01        Senior Vice President,
                                                                                    Continental Group(2)(3)
  Rodger Bogardus                    59             1/99                6/01        Senior Vice President, Research
                                                                                    and Technology(2)
  Melvin Kopp                        70             10/72               6/01        Senior Vice President(2)(3)
  Peter C. Mann                      58             11/79               6/01        President, Americas Division(1)(3)
  John E. Peters                     58             12/78               6/01        Senior Vice President, General
                                                                                    Counsel and Secretary(2)(3)
  James S. Rigby                     49             5/98                6/01        Senior Vice President, UK
                                                                                    Group(2)(3)
  Gilbert Seymann                    61             5/84                6/01        Senior Vice President,
                                                                                    Worldwide Operations(2)(3)
  William G. Whiteside               59             5/98                6/01        Senior Vice President, Canada,
                                                                                    Japan, N. Asia Group(2)(3)
=============================== ========== ===================== =================  ============================================
</TABLE>


     Leonard Block is Senior Chairman of the Board of Directors, a Member of the
Executive Committee and the Office of the Chief Executive.

       James A.  Block is  Chairman  of the  Board,  a Member  of the  Executive
  Committee,  the Office of the Chief Executive, and is directly responsible for
  U.S. marketing,  sales,  corporate  development,  research and development and
  corporate quality.

       Thomas R. Block is President of the  Company,  a Member of the  Executive
  Committee,  the Office of the Chief Executive, and is directly responsible for
  all operations, including manufacturing,  engineering and corporate, financial
  and administrative functions.


  (1) Member - Office of the Chief Executive
  (2) Consultant - Office of the Chief Executive
  (3) Covered under the Change in Control Agreement described in Item 13.




                                     - 43 -

<PAGE>



Item 10. Directors and Executive Officers of the Registrant: (Continued)

       Peter M.  Block is  President,  International  Division,  a Member of the
  Office of the Chief Executive, and is responsible for the Company's businesses
  in Europe, Africa, the Middle East and Asia.

       Peter Anderson is Senior Vice President and Chief Financial Officer.

     Claus E. Blach, Senior Vice President, International is responsible for the
Company's businesses in Continental Europe.

       Rodger  Bogardus,  Senior  Vice  President,   Research  &  Technology  is
  responsible for all research, development and corporate quality activities.

       Melvin Kopp is Senior Vice President of the Company.

       Peter C. Mann, President, Americas Division,a Member of the Office of the
  Chief Executive,  is responsible for all U.S.  marketing,  sales and corporate
  development  and is  responsible  for the  Company's  businesses in Canada and
  Latin America.

     John E. Peters,  Senior Vice President,  General Counsel and Secretary,  is
the Chief Legal Officer of the Company.

       James S. Rigby, Senior Vice President, International , is responsible for
  the  Company  businesses  in the U.K.,  the Middle  East,  Africa and  certain
  European markets.

       Gilbert  Seymann,  Senior  Vice  President  -  Worldwide  Operations,  is
  responsible for manufacturing and corporate engineering activities worldwide.

       William G. Whiteside, Senior Vice President, International is responsible
  for the Company's businesses in Japan, Korea and Austral/Asia.

       All  executive  officers of the Company have been employed by the Company
  in the same or similar  capacities for at least the last five years except for
  Mr.  Bogardus  and Mr.  Anderson  who joined the Company on 1/4/99 and 5/18/99
  respectively.


                                     - 44 -

<PAGE>



  Item 11. Executive Compensation

       The following table sets forth information in respect of compensation for
  the fiscal years ended March 31, 2000, 1999 and 1998, for the five most highly
  compensated  executive  officers of the Company based upon total annual salary
  and bonus for the fiscal year ended March 31, 2000 (the "Named Executives").

<TABLE>
<CAPTION>



                                                                                     Long Term Compensation
                                                                                ================================
                                                 Annual Compensation                      Awards        Payouts
                                      ========================================  ======================= ========  ============
<S>                                  <C>       <C>       <C>        <C>         <C>         <C>        <C>       <C>
                                                                     Other        Restricted
                                                                     Annual       Stock       Options   LTIP      All Other**
         Name and Principal           Fiscal   Salary      Bonus     Compen-      Award(s)    /SARs     Payouts   Compensation
              Position                 Year      $           $       sation ($)     ($)        ($)        ($)         ($)
  Leonard Block                        2000   394,556     90,500        *            *          *          *        26,228
   Senior Chairman of the              1999   394,556     90,700                                                    35,588
   Board                               1998   382,031    153,700                                                    35,480
  James A. Block                       2000   377,355    131,900        *            *           *         *        10,983
   Chairman of the Board               1999   367,064     86,300                                                    13,607
                                       1998   357,083    148,900                                                    13,527
  Thomas R. Block                      2000   377,355    132,300        *            *           *         *         8,250
   President                           1999   367,064     92,800                                                     8,076
                                       1998   357,083    151,400                                                     7,574
  Peter M. Block                       2000   321,154     61,700        *            *           *         *         5,479
   President, International Division   1999   245,585     39,300                                                     5,066
                                       1998   209,308     28,200                                                     4,988
  Peter C. Mann                        2000   415,385    135,700        *            *           *      137,659***   8,417
   President, Americas Division        1999   343,743    162,500                                         68,448***   9,802
                                       1998   322,146    153,900                                        144,220***   9,709
==================================    ======  =======    =======     ========     =======     =======   ==========  =======
</TABLE>

     * None to be reported.

     **  Other  compensation  includes  the  value  of  the  Company's  matching
contribution for the 401-K and group life insurance imputed income.

     *** Payments  made  pursuant to awards under the Special Stock Unit Plan as
follows:  The 2000 payout is based upon two awards, one granted in December 1994
and the other granted in February  1995. The 1999 payout is based upon one award
granted in December,  1993.  The 1998 payout is based upon two awards granted in
January 1993.

                                     - 45 -

<PAGE>



  Employment Agreements

     On January 1, 1981, the Company  entered into an Employment  Agreement with
Leonard N. Block,  which was amended on April 29, 1997 to run through  April 30,
2007. The agreement  provides for a minimum  annual base salary of  $209,242.00,
which will be adjusted in accordance with certain  economic  factors.  Mr. Block
may, for a period not to exceed twenty years, elect to perform his services on a
reduced basis at a reduced  level of  compensation.  The agreement  provides for
payment of an amount (based upon an average of Mr.  Block's salary for the three
years in which the highest salary was paid) to certain designated  beneficiaries
for a period not to exceed twenty years.  Leonard Block has been employed by the
Company since 1933.

     On September 1, 1984, the Company entered into an Employment Agreement with
James A. Block,  which was  amended on April 29,  1997 to run through  April 30,
2007. The agreement  provides for a minimum  annual base salary of  $164,792.00,
which will be adjusted in accordance with certain economic factors. The terms of
this  employment  agreement are  substantially  identical to the above described
employment agreement with Leonard Block. James A. Block has been employed by the
Company since 1959.

     On May 1, 1987,  the Company  entered  into an  Employment  Agreement  with
Thomas R. Block,  which was  amended on April 29, 1997 to run through  April 30,
2007.  Pursuant to the agreement,  Thomas R. Block's annual base salary is to be
no less than  $234,451.00,  which will be adjusted in  accordance  with  certain
economic  factors.  The terms of this  employment  agreement  are  substantially
identical to the above described employment agreement with Leonard Block. Thomas
R. Block has been employed by the Company since 1968.

     Effective  November  1,  1997,  the  Company  entered  into  an  Employment
Agreement  with Peter M. Block to run through  April 30,  2007.  Pursuant to the
agreement,  Peter M. Block's  annual base salary is to be no less than $225,000,
which  shall be  adjusted  annually  by the same  factor  used by the Company to
increase the salaries of Company executives who are not in salary ranges,  which
is the  salary  administration  policy  used to  regulate  the  salaries  of the
majority of employees,  and additionally as deemed  appropriate by the Company's
Office of the Chief  Executive to reflect  additional  assignments  and enhanced
responsibilities. Peter M. Block has been employed by the Company since 1991.

     Effective May 1, 1997,  the Company  entered into the following  agreements
with Melvin  Kopp,  Senior Vice  President:  (i) a  Consulting  Agreement  which
expires on February 28, 2005.  Under the  Consulting  Agreement,  Mr. Kopp,  now
retired, will continue to provide the Company with his services for a minimum of
one hundred days annually.  Mr. Kopp's compensation for each day of service as a
Consultant  will be  equivalent to the daily cost to the Company if he continued
as an employee after his retirement in 1995. His  compensation  will be adjusted
annually in accordance with the Company's salary  administration  policy, (ii) a
Change in Control  Agreement  (CIC)  which  mirrors the  provisions  of the CICs
entered into with key executives of the Company, and (iii) Deferred Compensation
Agreements,  the  provisions of which mirror the terms of the Company's  Special
Stock Unit Plan,  including issuing  replacement awards that mirror the terms of
the Company's Stock Option Plan.

     On January 1, 1998  Stafford-Miller  Limited,  a wholly owned subsidiary of
Block Drug Company,  Inc. entered into an Employment Agreement with James Rigby,
the Managing Director of Stafford-Miller  Limited and a Director of the Company.
The Agreement provides for a minimum annual base salary of no less than Sterling
Pounds 175,590,  which will be adjusted in  accordance  with  certain  economic
factors.  The  Agreement  shall  continue  for an  indefinite  period but may be
terminated without cause by either party upon three months prior written notice;
(however,  the Agreement  contains certain  Change-in-Control  provisions).  Jim
Rigby has been employed with the Company since 1976.

                                     - 46 -

<PAGE>



  Employment Agreements (Cont'd)

     On January 30, 1990, Stafford-Miller Continental (a wholly owned subsidiary
of Block Drug Company,  Inc.) entered into an Employment Agreement with Claus E.
Blach, Manager Director of Stafford-Miller  Continental.  The Agreement provides
for an annual salary of DM 325,000.  The  Agreement is for an  indefinite  term.
Claus Blach is also covered under a Change-of-Control Agreement.

     The Company's  compensation program for nonemployee directors provides that
each nonemployee director receive an annual fee of $8,500,  payable in quarterly
installments. During the 1999 calendar year, nonemployee directors also received
$1,250 for each board of directors  meeting  attended.  This  attendance fee was
increased to $1,350 for the 2000  calendar  year.  In addition,  during the 1999
calendar year, members of the audit committee and compensation committee receive
fees of $900 and $450, respectively,  for each committee meeting attended. These
fees were increased to $950 and $475,  respectively  for the 2000 calendar year.
With  the  exception  of  Melvin  Kopp,  employees  of the  Company  receive  no
additional compensation for acting as a director or member of a committee of the
board of directors.  The Company also reimburses directors for expenses incurred
in connection with meetings of the board of committees.

     The Company  maintains  defined  benefit  pension  plans under which annual
costs are  actuarially  computed  based on the overall assets in these plans and
the actuary's estimates of the present value of overall benefits.  The following
table sets forth  benefits that will be received  under these plans based on the
participants'  final average  compensation  and payable on  retirement  years of
service:


                          2000 Proxy Statement Table of
                        Annual Pension Benefits by Final
                Average Compensation and Service Classifications
================================================================================
                                Years of Service at Age 65
Final Average
Compensation
=============
                    10             20            30                40
                ==========     ==========    ==========        ==========
$ 50,000        $ 5,251.80     $10,503.60    $15,755.40        $22,506.00
 100,000         12,438.60      24,877.20     37,315.80         51,462.00
 150,000         19,938.60      39,877.20     59,815.80         81,462.00
 200,000         27,438.60      54,877.20     82,315.80        111,462.00
 250,000         34,938.60      69,877.20    104,815.80        135,000.00*
 300,000         42,438.60      84,877.20    127,315.80        135,000.00*
 350,000         49,938.60      99,877.20    135,000.00*       135,000.00*
========        ==========     ==========   ===========       ===========

  * Maximum permissible benefit under IRC Sec. 415, effective January 1, 2000.

     The Company's domestic pension expense for the fiscal years ended March 31,
2000 and 1999 was $4,054,000 and  $1,726,000  respectively.

     The  compensation  covered  by these  plans  is the  total  regular  salary
excluding  any  bonuses,  overtime or other  special  compensation.  (The "Final
Average Compensation")

                                     - 47 -

<PAGE>



  Employment Agreements (Cont'd)

     Benefits   payable  from  these  plans  are  based  on  the  Final  Average
Compensation  for the 60  highest  consecutive  months of the last 120 months of
employment,  the years of  service  as a member of these  plans and the  primary
federal social security benefit.

     With respect to the figures of the table on page 45, the accrual of pension
benefits is estimated using only the  individual's  base salary  calculated on a
calendar  rather  than a  fiscal  year  basis.  The base  salaries  used for the
estimation  of pension  benefits  for the  individuals  listed in the table are:
James A.  Block  ($374,475.72);  Thomas R. Block  ($374,475.72);  Peter M. Block
($298,969.18); and Peter C. Mann ($398,897.04).

     Leonard  Block reached age 65 in December,  1976.  In  accordance  with the
terms of this plan,  he elected to  receive a lump sum  benefit.  The  actuarial
equivalent of his pension at that time as adjusted through December 31, 1980 was
segregated  into a separate  account.  No  additional  benefits have accrued for
Leonard Block since December 31, 1980. Upon retirement or death,  the balance in
the   segregated   account  will  be   distributed  to  him  or  his  designated
beneficiaries  subject to limitations set forth in the provisions of Section 415
of the Internal Revenue Code.

     As of March 31, 2000,  the four (4) employees  described in Item 11 had the
following  credited years of service in these plans:  James A. Block,  38 years;
Thomas R. Block, 30 years; Peter M. Block, 8 years; and Peter C. Mann, 27 years.


                                     - 48 -

<PAGE>



                             Special Stock Unit Plan

     This plan is intended to provide greater motivation and incentive for those
eligible  employees of the Company and its  Subsidiaries  who are making and can
continue to make significant  contributions  to the success of the business,  to
attract and to retain  employees of  outstanding  caliber and  competence and to
enhance the identity of interests  between the  shareholders  of the Company and
the employees who are  participants in this plan. With the May 27, 1998 adoption
of the  Company's  Stock Option  Plan,  all new  eligible  employees  may become
participants  in  only  the  Stock  Option  Plan.  Current  Special  Stock  Unit
participants may irrevocably elect to receive any future awards in Stock Options
(new, not replacement  awards) instead and, as of March 31, 2000,  approximately
59% had so elected.

     The purpose of the plan is to provide  supplemental  income,  at  intervals
specified in the plan, to  participants  during their  employment and to provide
deferred compensation,  which is considered as qualified retirement benefits, to
participants upon their retirement.

     Under this plan,  units (the value of which is based on a formula,  the key
component of which is a multiple of earnings per share of Class A Common  Stock)
may be awarded  from time to time to employees  by the  Committee  administering
this plan, which consists of Leonard Block, James Block,  Thomas Block and Peter
Block,  who do not  participate in the Plan. The  participant (or beneficiary in
the case of death) will be entitled to receive,  subject to certain  conditions,
an  amount  reflecting  the  maximum  appreciation  in  value  (not  subject  to
reduction) of such units (as determined under this plan) between the date of the
award and the dates  provided  in this plan for valuing  units.  As of March 31,
2000, the units were valued at $106.14.

     Subject  to  certain  conditions  participants  are  required  to  make  an
irrevocable  decision whether to receive payment of the compensation amount when
the special  stock units become fully vested or to defer payment to a subsequent
date.

     Awards become fully vested on the fifth  anniversary  of the award provided
the participant is still employed with the Company. When there is termination of
employment of a participant due to death, disability, or normal retirement,  all
special  stock units  become  fully  vested,  irrespective  of the length of the
period between the award date and the date of termination of employment.

     When a  compensation  payment is made,  a  replacement  award  equal to the
original  dollar value of the award for which payment is made is issued,  at the
election of the  participant  either in the form of special stock units or stock
options under the Company's Stock Option Plan.  Once a stock option  replacement
award is elected,  any future replacement awards arising from that award will be
in the form of stock  options.  A  replacement  Special Stock Unit award becomes
fully  vested in five  years and does not take the  place of  additional  awards
which  can be  made  at  the  discretion  of  the  Committee.  The  issuance  of
replacement awards is contingent upon participant's employment with the Company.
The Company has not  established,  nor is it required to  establish a special or
separate fund or has it segregated  assets to assure or secure  payment nor does
the Company guarantee payment of the compensation amount.

     The total number of units which may be credited to all participants in this
plan at any one time,  exclusive of units  awarded to former  employees,  cannot
exceed five  percent of the total number of the then  outstanding  shares of all
classes of Common Stock.





                                     - 49 -

<PAGE>



                        Special Stock Unit Plan (Cont'd)

     As of March 31, 2000, a total of 266,056  units had been awarded  having an
average  value of $98.26 per unit. Of those  266,056  units,  33,330 units at an
average  value of $106.81 per unit were  awarded  during the past  fiscal  year.
During  fiscal year 2000,  the  following  units were  awarded to Peter C. Mann;
1,385 units at $108.32 per unit and 2,373 units at $105.37 per unit.

     During the year ended March 31, 2000, an aggregate  amount of $1,910,604.34
was paid in lump sum  payments to the  participants  in the  Special  Stock Unit
plan.

<TABLE>
<CAPTION>


             Long-Term Incentive Plans - Awards In Last Fiscal Year
                                                                          Estimated Future Payouts Under Non-Stock
                                                                                        Price-Based Plans
<S>                       <C>                 <C>                    <C>                <C>              <C>
                                                   Performance or
                             No. of Shares,         Other Period              **                ***               No
                             Units or Other        Until Maturity          Threshold          Target            Maximum
           Name                  Rights               or Payout               ($)               ($)               ($)
========================= ===================  =====================  =================  ===============  =================
  Peter C. Mann                   1,385*            5 Years                   71               92,000              -
=========================                      =====================                                      =================
                                  2,373*                                       0              153,000
                          ===================                         =================  ===============

</TABLE>

     * During fiscal year 2000, the following  units were awarded to executives:
1,385  units at $108.32 per unit and 2,373 units at $105.37 per unit to Peter C.
Mann.

     ** Minimum vested value as of March 31, 2000

     ***  Projected  value at maturity,  based on assumed 10% annual  compounded
Earnings Per Share  increase  over the  five-year  period from  inception of the
award to maturity. Note: See accompanying description of Plan above.


                                Stock Option Plan

     On May 27,  1998,  the  Company's  Stock  Option  Plan was  adopted  by the
Company. This Plan affords to its Participants the right to purchase,  from time
to time,  pursuant to the terms and  conditions of the Plan and options  granted
thereunder,  Class A Common Stock, $.10 par value per share, of the Company. The
purpose of this Plan is to provide  greater  motivation  and incentive for those
eligible  employees of the Company and its  Subsidiaries  who are making and can
continue to make  significant  contributions  to the Company's  success,  and to
attract and retain  employees of outstanding  caliber and competence and enhance
the common  interests of  stockholders  and employees.  The aggregate  number of
shares available for issuance pursuant to options is equal to ten percent of the
total  number of  outstanding  shares  of all  classes  of  common  stock of the
Company.  Currently 1,000,000 shares have been registered for issuance under the
Plan. The Committee administering this Plan is comprised of Leonard Block, James
Block, Thomas Block and Peter Block, who do not participate in the Plan. Options
vest in three  years,  although  early  vesting  may  occur  in cases of  death,
disability  or normal  retirement  and later  vesting may be required in certain
foreign  countries and generally expire ten years after grant. In June 1998, the
first options under the plan were issued.  Options  granted during fiscal 2000
and 1999,  were 107,367 at a weighted  average  price of $35.79 and 185,720 at a
weighted average price of $37.70,  respectively.  Currently, there are 279,254
options outstanding. Vested options as of March 31, 2000 and 1999, were 6,770
and 7,182, respectively.

                                     - 50 -

<PAGE>



Item 12. Securities Ownership of Certain Beneficial Owners and Management

     (a) Securities ownership of certain beneficial owners:

     The following table sets forth, as of June 6, 2000, each person who owns of
record,  or is known by the  Company  to  beneficially  own more  than 5% of the
outstanding  Class B Common Stock of the Company,  which stock is the only class
of voting securities of the Company.

<TABLE>
<CAPTION>
<S>                      <C>                                        <C>                           <C>

                                      Name and Address                     Amount and Nature               Percent
     Title of Class                  of Beneficial Owner                of Beneficial Ownership           of Class
======================== =========================================== =============================  ====================
  Class B Common           Leonard Block, Representative                     4,335,686 (1)                   50%
                           Leonard Block Family Shareholders'
                           Agreement dated April 18, 1991
                           257 Cornelison Avenue
                           Jersey City, N.J.  07302-9988
  Class B Common           James A. Block, Trustee                           4,335,686 (2)                   50%
                           Voting Trust Agreement
                           dated January 11, 1990
                           257 Cornelison Avenue
                           Jersey City, N.J.  07302-9988
======================== =========================================== =============================  ====================
</TABLE>

            (1)  Pursuant to a  shareholders'  agreement,  dated April 18, 1991,
     Leonard  Block has sole  voting  power with  respect to these  shares.  The
     following  shares  are  beneficially  owned  by the  Leonard  Block  Trust,
     433,796; the Thomas Block Trust, 1,950,945 and the Peggy Danziger
     Trust, 1,950,945.

            (2) James A.  Block has sole  voting  power  with  respect  to these
     shares as a result of a Voting Trust  Agreement  entered into as of January
     11, 1990. The voting trust  agreement  grants the trustee the power to vote
     the shares which are subject to the agreement.  The Voting Trust  Agreement
     is for a 21 year term.  James A. Block is a co-trustee  of the trusts which
     are parties to the Voting Trust  Agreement  and  pursuant to these  trusts,
     James A.  Block has sole  investment  power with  respect to these  shares.
     James A. Block disclaims  beneficial ownership to all 2,167,843 shares held
     in trust for the benefit of Susan B. Stearns.

     (b)          Securities ownership of management:

     The  following  table  sets  forth,  as of June  6,  2000,  the  securities
  ownership  of all  directors  and  Named  Executives,  individually,  and  all
  Directors and Officers of the Company, as a group.


                                     - 51 -

<PAGE>



Item 12. Securities  Ownership of Certain  Beneficial Owners and Management
(Cont'd)
<TABLE>


                                                             BLOCK DRUG COMPANY, INC.
                                                           SECURITIES BENEFICIALLY OWNED
<CAPTION>
                                                                                                                    Class B Common
                                                                                                                  Stock Beneficially
                                                                                                                       Owned

                                                      Class A Common Stock Beneficially Owned
       Name of Beneficial               No Shared            Shared              401(k)
              Owner                    Investment          Investment              Plan           Percentage
                                          Power               Power             Holdings             Owned
<S>                                    <C>                <C>                 <C>                <C>               <C>
   Leonard Block                        1,177,243                  -              1,024                 8%          4,335,686-50%
   (1) (4) (7)
   James A. Block                       2,737,978                  -              2,689                19%          4,335,686-50%
   (2) (3) (5)
   Thomas Block                            72,766          2,490,791              1,921                18%                -
   (4) (7)
   Peter M. Block                       1,352,529                  -                756                 9%                -
   (2) (5)
   Peter Anderson                               -                  -                  -                  -                -
   Claus Blach                                350                  -                  -                  *                -
   Rodger Bogardus                          2,000                  -                 29                  *                -
   Michael P. Danziger                     87,008          1,066,893                  -                 8%                -
   (6) (7)
   Peggy Danziger                          78,826          1,322,833                  -                10%                -
   (4) (6) (7) (9)
   Dominick P. DePaola                          -                  -                  -                  -                -
   Gordon J. Girvin                             -                  -              1,481                  *                -
   William T. Golden                        6,795             23,982                  -                  *                -
   Melvin Kopp                              4,343                  -                  -                  *                -
   Peter C. Mann                            1,519                115              2,447                  *                -
   John E. Peters                               -              3,282              2,142                  *                -
   Peter J. Repetti (8)                       290                  -                  -                  *                -
   James S. Rigby                               -                  -                  -                  -                -
   Gilbert M. Seymann                       1,163                  -              2,018                  -                -
  Mary C. Tanner                                -                  -                  -                  -                -
  William G. Whiteside                        303                  -                  -                  *                -
  All Directors and                             -                  -                  -                53%                -
  Officers as a Group
  (21 persons)
=============================         ==============       ============     ==============      ==============
</TABLE>

* Represents  less than one  percent  (1%) of Class A Common  Stock of the
Company.


                                     - 52 -

<PAGE>



Item 12. Securities Ownership of Certain Beneficial Owners and Management
(Cont'd)

     (1) Leonard Block owns 339,335 shares (not including 401(k) Plan Holdings);
is deemed to be the  beneficial  owner of but disclaims  ownership  of:  833,401
shares  owned  by  Adlen  Corporation,  of  which  Leonard  Block  is  the  sole
shareholder; 4,507 shares owned by Adele Block, his wife.

     (2) James A. Block owns 125 shares (not including 401(k) Plan Holdings); is
deemed to be the  beneficial  owner of:  189,304 shares owned by a trust for the
benefit of James A. Block of which he is a  co-trustee  (with  Peter and Valerie
Block,  his children) and has sole investment  powers with respect to the shares
held by such trust;  981,147 shares owned by a trust for the benefit of James A.
Block of which he is a co-trustee (with Susan B. Stearns,  his sister, and Peter
and Valerie  Block,  his  children);  182,000  shares held in an L.L.C.  for the
benefit of James A. Block, and Peter and Valerie Block,  his children.  James A.
Block has sole investment  powers with respect to the shares held by such trusts
and the L.L.C.  For the purpose of reporting shares for which a beneficial owner
has sole investment power in the tabular  presentation on page 52, all 1,352,451
shares of these two trusts and the L.L.C. have been included in the total number
of shares reported for both James A. Block and Peter Block, and as a result such
shares have been reported  twice;  and 1,385,402  shares owned by two trusts for
the benefit of Susan B. Stearns of which James A. Block is the co-trustee  (with
Susan B. Stearns, his sister) and has sole investment powers with respect to the
shares held by such trusts.  James A. Block disclaims ownership to all 1,385,402
Class A shares and 2,167,843  Class B shares owned by the trusts for the benefit
of Susan B. Stearns of which he is a trustee or  co-trustee.  In  computing  the
percentage  of Class A shares  owned by a  beneficial  owner,  1,352,451  shares
(representing  the total number of shares owned by the two trusts in which Peter
Block is a  co-trustee  with James A. Block and the shares  held in the  L.L.C.)
were  allocated to James A. Block and 1,352,451  shares were  allocated to Peter
Block,  and as a  result,  the  percentage  of  Class A  shares  owned  has been
attributed to both parties. In computing the aggregate number of shares owned by
directors  and  officers as a group,  the  1,352,451  shares  owned by these two
trusts and the L.L.C. were counted only once.

     (3) James A. Block has sole voting power with respect to the Class B shares
as a result of voting trust  agreement  entered into as of January 11, 1990. The
voting trust agreement grants the trustee the power to vote the shares which are
subject to the  agreement.  The voting  trust  agreement  is for a 21 year term.
James A. Block is a  co-trustee  of the trusts  which are  parties to the voting
trust agreement and pursuant to these trusts, James A. Block has sole investment
power with respect to the Class B shares.  James A. Block  disclaims  beneficial
ownership  to all  2,167,843  shares  held in trust for the  benefit of Susan B.
Stearns, his sister who is not active in the business.

     (4)  Thomas  Block is  deemed  to be the  beneficial  owner  but  disclaims
ownership of: 27,733 shares owned by Marilyn  Friedman,  his wife; 45,033 shares
held by Marilyn Friedman, as Custodian under the New York State Uniform Gifts to
Minors Act for Jonathan  Block and Alison  Block,  the children of Thomas Block;
180,913  shares owned by two trusts for the benefit of Jonathan Block and Alison
Block,  his  children,  of which  Thomas  Block is a  co-trustee  (with  Marilyn
Friedman, his wife) and shares investment powers with respect to the shares held
by such  trusts;  2,031,614  shares  owned by a trust for the  benefit of Thomas
Block of which Thomas Block is a co-trustee (with Adele Block,  his mother,  and
Peggy  Danziger,  his sister) and shares  investment  powers with respect to the
shares held by such trust;  278,264  shares owned by four trusts of which Thomas
Block is a co-trustee  (with Peggy Danziger,  his sister) and shares  investment
powers  with  respect to the shares  held by such  trusts;  for the  purposes of
reporting  shares for which a beneficial  owner shares  investment  power in the
tabular  presentation  on page 52, all 278,264  shares of these four trusts have
been included in the total number of shares  reported for Thomas Block and Peggy
Danziger, and as a result have been reported twice. In computing the

                                     - 53 -

<PAGE>



Item 12. Securities Ownership of Certain Beneficial Owners and Management
(Cont'd)

percentage of Class A shares owned by a beneficial  owner,  278,264  shares
(representing  the  total  number  of  shares  owned  by the four  trusts)  were
allocated to Thomas Block and 278,264  shares were  allocated to Peggy  Danziger
and as a result the  percentage  of Class A shares owned has been  attributed to
both parties.

In computing the aggregate number of shares owned by directors and officers
as a group,  the 278,264  shares  owned by these four trusts were  counted  only
once.  Thomas  Block  disclaims  ownership  of those  shares  in which he shares
investment powers with Peggy Danziger.

     (5) Peter  Block  owns 78 shares  (not  including  401(k)  Plan  Holdings);
1,170,451  shares owned by two trusts for the benefit of James A. Block of which
Peter Block is co- trustee; and 182,000 shares held in an L.L.C. for the benefit
of James A.  Block,  Peter  Block and  Valerie  Block.  James A.  Block has sole
investment  powers with respect to the shares held by such trusts and the shares
held in the L.L.C.  For the purpose of  reporting  shares for which a beneficial
owner has no shared investment power in the tabular presentation on page 52, all
1,352,451  shares of these two trusts and the L.L.C.  have been  included in the
total number of shares  reported  for James A. Block and Peter  Block,  and as a
result such share have been reported twice. In computing the percentage of Class
A shares owned by a beneficial owner,  1,352,451 shares  (representing the total
number of shares  owned by the two trusts in which Peter  Block is a  co-trustee
with James A Block and the shares held in the L.L.C.) were allocated to James A.
Block and  1,352,451  shares were  allocated  to Peter Block.  In computing  the
aggregate  number of shares  owned by  directors  and  officers as a group,  the
1,352,451  shares  owned by these two trusts and the L.L.C.  were  counted  only
once.

     (6) Michael P. Danziger owns 3,356 shares,  is deemed to be the  beneficial
owner but disclaims ownership of 3,698 shares owned by Elizabeth  Danziger,  his
wife;  15,094  shares  held by  Michael  P.  Danziger  as  Custodian  under  the
Massachusetts  Uniform  Gifts  to  Minors  Act for  James,  Robert  and  Charles
Danziger,  his children;  64,860  shares held in trust for Michael P.  Danziger,
beneficiary  of such trust;  26,895  shares  owned by a trust for the benefit of
Michael P. Danziger of which  Michael P. Danziger is a co-trustee  (with Richard
Danziger,  his father, and Katherine  Danziger Horowitz,  his sister) and shares
investment  powers  with  respect to the shares  held by such  trust;  1,039,998
shares  owned by a trust for the benefit of Peggy  Danziger of which  Michael P.
Danziger  is a  co-trustee  (with Peggy  Danziger,  his  mother,  and  Katherine
Danziger  Horowitz,  his sister) and shares investment power with respect to the
shares  held by such  trust;  for the  purpose of  reporting  shares for which a
beneficial owner shares investment power in the tabular presentation on page 52,
all  1,039,998  shares of such trust have been  included in the total  number of
shares reported for Michael P. Danziger and Peggy Danziger, and as a result have
been reported  twice.  In computing the  percentage of Class A shares owned by a
beneficial  owner,  1,039,998  shares  (representing  the total number of shares
owned by said trust) were allocated to Michael P. Danziger and 1,039,998  shares
were allocated to Peggy  Danziger.  In computing the aggregate  number of shares
owned by directors and officers as a group,  the 1,039,998  shares owned by such
trust were counted only once.

Michael P. Danziger disclaims  ownership to those shares in which he shares
investment powers with Peggy Danziger.

                                     - 54 -

<PAGE>



Item 12.  Securities Ownership of Certain Beneficial Owners and Management
(Cont'd)

     (7)  Peggy  Danziger  owns  78,826  shares;   4,571  shares  owned  by  two
testamentary trusts of which Richard Danziger, her husband, is a co-trustee with
another party having shared investment powers with respect to the shares held by
such trusts; 1,039,998 shares owned by a trust for the benefit of Peggy Danziger
of which she is a co-trustee  (with Michael P. Danziger,  her son, and Katherine
Danziger-Horowitz,  her daughter) and of which she shares investment powers with
respect to the shares held by such trusts;  for the purpose of reporting  shares
for which a beneficial owner shares investment power in the tabular presentation
on page 52, all  1,039,998  shares of such trust have been included in the total
number of shares  reported for Peggy Danziger and Michael P. Danziger,  and as a
result have been reported  twice.  In computing the percentage of Class A shares
owned by a beneficial owner, 1,039,998  (representing the total number of shares
owned by said trust) were allocated to Peggy Danziger and 1,039,998  shares were
allocated to Michael P.  Danziger  and as a result,  the  percentage  of Class A
shares owned has been  attributed  to both  parties.  In computing the aggregate
number of shares  owned by  directors  and  officers as a group,  the  1,039,998
shares owned by said trust were counted only once;  278,264 shares owned by four
trusts of which Peggy Danziger is a co-trustee  (with Thomas Block, her brother)
and shares investment powers with respect to the shares held by such trusts; for
the purpose of reporting shares for which a beneficial  owner shares  investment
power in the tabular  presentation  on page 52, all 278,264 shares of these four
trusts have been  included  in the total  number of shares  reported  for Thomas
Block and Peggy Danziger,  and as a result such shares have been reported twice;
in computing  the  percentage  of Class A shares  owned by a  beneficial  owner,
278,264 shares (representing the total number of shares owned by the four trusts
in which Peggy  Danziger is a co-trustee  with Thomas  Block) were  allocated to
Thomas  Block and  278,264  shares were  allocated  to Peggy  Danziger  and as a
result,  the  percentage  of Class A shares  owned has been  attributed  to both
parties.  In computing  the  aggregate  number of shares owned by directors  and
officers as a group,  the 278,264 shares owned by these four trusts were counted
only once.

Peggy Danziger disclaims beneficial ownership of one-half of the shares for
which she is co-trustee.

     (8) Peter J. Repetti disclaims  beneficial ownership of 290 shares owned by
his wife.

     (9) Peggy Danziger  disclaims  beneficial  ownership to all 4,571 shares of
which Richard M. Danziger, her husband is co-trustee with a third party.


                                     - 55 -

<PAGE>



Item 13. Certain Relationships and Related Transactions

     On January 26, 1994, the Company entered into an agreement with Peter Mann,
President,  Americas Division, under which the minimum value of the 1991 special
stock unit award to Mr. Mann, and only the 1991 special stock unit award,  under
the  Company's  Special  Stock Unit Plan would,  (i) be guaranteed to be no less
than $83.30 per special stock unit, and (ii) payment on the 1991 award would not
be made until  Peter Mann  reaches  age 65 or his  employment  with the  Company
ceases for any reason, whichever occurs first.

     On April 14, 1999, Peter C. Mann,  President,  Americas  Division,  entered
into a Loan Agreement  with the Company for the amount of $440,000.  The loan is
collateralized  by a mortgage on certain  real  estate  owned by Mr.  Mann.  The
principal of the loan is due on or before April 14, 2005. Interest on the unpaid
principal  balance  accrues at 1% over the Prime Rate,  as published in the Wall
Street Journal,  and shall be adjusted  semi-annually on July 1 and January 1 of
each year.  The loan  agreement  provides for immediate  repayment of the unpaid
principal balance upon the occurrence of any one of a number of events.

Change in Control Agreement

     Claus Blach,  Melvin Kopp,  Peter C. Mann, John E. Peters,  James S. Rigby,
Gilbert  Seymann and William  Whiteside  have entered  into a  Change-In-Control
Agreement (CIC) with the Company to assure continuity in management in the event
the  Block  family  divests  itself  of more  than  fifty  percent  (50%) of the
Company's voting stock.

     The Agreements were created to provide a continuing  rolling five year term
with automatic three year  extensions,  subject to termination  upon the covered
executive's  sixty-fifth birthday with the exception of Mr. Kopp whose CIC would
terminate December 31, 2001 or upon the termination of his consulting  agreement
with the Company,  whichever is earlier.  The  Agreements  define the formula by
which  a  covered  Executive's  severance,  compensation  and  benefits  will be
calculated and paid in the event  Executive's  employment is either:  terminated
within  one year of the  change in  control;  if  circumstances  of  Executive's
employment  are changed  within three (3) years of the change in control;  or if
the  Executive's  employment is terminated 180 days prior to the execution of an
agreement which, if concluded, will activate the CIC.

     On June 6, 2000,  in  connection  with the  Company's  retention of Goldman
Sachs to assist in a review of strategic  alternatives for enhancing shareholder
value, the Company's Board of Directors  retained a compensation  consultant and
authorized  consideration  of  certain  modifications  and  enhancements  to the
arrangements with the Company's senior executives and other employees.

Compensation Committee Interlocks and Insider Participation

     The Company  does not have a  Compensation  and  Benefits  Committee  which
determines the compensation of its Executive Officers.  The Company utilizes the
services of independent  expert  compensation  consultants to evaluate the total
compensation   of   the   Company's   Executive   Officers.   The   consultants'
recommendations  are  submitted to the members of Office of the Chief  Executive
for  consideration.  During  fiscal year 2000,  Leonard  Block,  James A. Block,
Thomas R.  Block and Peter M.  Block  were  members  of the  Office of the Chief
Executive.

                                     - 56 -

<PAGE>


                                     PART IV

  Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)       The following documents are filed as a part of this report:

            1. Financial Statements and Supplementary Data:

                Report of PricewaterhouseCoopers LLP, dated June 6, 2000.

                Consolidated Balance Sheets - March 3l, 2000 and 1999,

                Consolidated  Statements of Income and Retained Earnings for the
                Years ended March 3l, 2000, 1999 and 1998,

                Consolidated Statements of Comprehensive Income for the Years
                ended March 31, 2000, 1999 and 1998,

                Consolidated Statements of Cash Flows for the Years ended
                March 3l, 2000, 1999 and 1998,

                Notes to Consolidated Financial Statements

                Supplementary Data:

                Selected  unaudited  quarterly data for the two years ended
                March 3l, 2000.

            2.  Additional Financial Statement Data:

                Supplemental Independent Auditors' Reports

            3.  Financial Statement Schedule:  II

     Schedules  other than those listed  above are omitted  because they are not
  required or not applicable.

            4.  Index to Exhibits:

     Exhibit 3(a) Restated  Certificate  of  Incorporation,  as amended June 14,
1971,  December 10, 1985, October 9, 1987 and October 31, 1990,  incorporated by
reference  from Exhibit 4.1 in the Company's  Form S-8 filed with the Securities
and Exchange Commission on June 3, 1998.

     Exhibit 3(b) Amended and Restated  By-Laws,  as amended  through January 8,
1998, incorporated by reference from Exhibit 4.2 in the Company's Form S-8 filed
with the Securities and Exchange Commission on June 3, 1998.


                                     - 57 -

<PAGE>



  Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(Cont'd)

     Exhibit  3(c)  Certified  Resolution  dated  June 23,  2000 of the Board of
Directors  Resolutions dated June 8, 1999 amending the Company's  Certificate of
Incorporation and updating the Company's By-Laws, filed with this document.

     Exhibit3(d)  Restated  Certificate  of  Incorporation,  as amended June 14,
1971,  December  10, 1985,  October 9, 1987,  October 31, 1990 and June 8, 1999,
filed with this document.

     Exhibit3(e)  Amended and Restated By-Laws, as amended through June 8, 1999,
filed with this document.

     Exhibit 10(a) Block Drug  Company,  Inc.  Stock Option Plan,  dated May 27,
1998,  incorporated by reference to Exhibit 99.1 to the Company's Form S-8 filed
with the Securities and Exchange Commission on June 3, 1998.

     Exhibit 10(b) Block Drug Company,  Inc.'s Special Stock Unit Plan,  amended
and restated as of January 31, 1997,  incorporated by reference to Form 10-K for
the fiscal year ended March 31, 1998.

     Exhibit 10(c) Block Drug Company,  Inc.'s  Restated  Excess Benefit Pension
Plan,  effective  May 31, 1983,  incorporated  by reference to Form 10-K for the
fiscal year ended March 31, 1998.

     Exhibit 10(d)  Employment  Agreement  effective  November 1, 1997,  between
Block Drug  Company,  Inc.  and Peter M.  Block,  President  European  Division,
incorporated  by  reference  to Exhibit  10(e) to Form 10-K for the fiscal  year
ended March 31, 1998.

     Exhibit 10(e)  Consulting  Agreement  effective May 1, 1997,  between Block
Drug  Company,  Inc. and Melvin Kopp,  Senior Vice  President,  incorporated  by
reference to Exhibit 10(f) Form 10-K for the fiscal year ended March 31, 1998.

     Exhibit  10(f)  Form of Award  Letter  under the Stock  Option  Plan,  with
changes  required by laws of foreign  jurisdictions  relating to local labor law
consideration  and tax matters,  incorporated  by reference to Exhibit  10(g) to
Form 10-K for the fiscal year ended March 31, 1998.

     Exhibit  10(g)  Form of  Award  Letter  under  the  Stock  Option  Plan for
replacement  awards,  with  changes  required  by laws of foreign  jurisdictions
relating  to local  labor law  consideration  and tax  matters,  filed with this
document.

     Exhibit  10(h) Block Drug Company,  Inc's Special Stock Unit Plan,  amended
and restated as of April 1, 1999, filed with this document.


                                     - 58 -

<PAGE>



Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(Cont'd)

     Exhibit 10(i) Employment  Agreement effective September 1, 1984, as amended
as of April  29,  1997,  between  Block  Drug  Company,  Inc.  and  James  Block
President, filed with this document.

     Exhibit 10(j)  Employment  Agreement  effective May 1, 1987,  amended as of
April 29, 1997, between Block Drug Company, Inc. and Thomas R. Block,  Executive
Vice President and Treasurer, filed with this document.

     Exhibit 10(k) Employment Agreement effective January 1, 1981, as amended as
of April 29, 1987, between Block Drug Company,  Inc. and Leonard Block, Chairman
of the Board, filed with this document.

     Exhibit  10(l)  Employment  Agreement  effective  January  1, 1998  between
Stafford- Miller Limited (a wholly owned subsidiary of Block Drug Company, Inc.)
and James Rigby,  Managing Director of  Stafford-Miller  Limited and Director of
Block Drug Company, Inc., filed with this document.

     Exhibit  10(m)  Employment  Agreement  effective  January 30, 1990  between
Stafford-  Miller  Continental (a wholly owned subsidiary of Block Drug Company,
Inc.) and Claus E. Blach, Managing Director of Stafford-Miller  Continental, and
Change in Control Agreement dated June 25, 1998, filed with this document.

     Exhibit 10(n) Form of Change-in-Control  Agreement covering those employees
identified in Item 13, filed with this document.

     Exhibit 10(o) Extraordinary Deferred Compensation  Agreement,  dated May 1,
1997,  between  Block  Drug  Company,  Inc.  and  Melvin  Kopp,  filed with this
document.

     Exhibit 10(p) Extraordinary  Deferred Compensation  Agreement #2, dated May
24, 2000,  between  Block Drug  Company,  Inc. and Melvin Kopp,  filed with this
document.

     Exhibit 21 Subsidiaries of the Company, filed with this document.

     Exhibit 27 The Financial Data Schedule, filed with this document.

     Exhibit 99 Audit Committee Charter, filed with this document.

           (b)       Reports on Form 8-K.

                No reports on Form 8-K have been filed  during the last  quarter
                of the period covered by this report.


                                     - 59 -

<PAGE>



  RECONTA ERNST & YOUNG

                                             Report of Independent Auditors


  The Board of Directors and Shareholders
  Stafford Miller S.r.l.


  We have audited the  accompanying  balance sheets of Stafford Miller S.r.l. as
  of December 31, 1999 and 1998,  and the related  statements of operations  and
  retained  earnings  and cash  flows for each of the three  years in the period
  ended December 31, 1999 (not presented  separately  herein).  These  financial
  statements  are  the   responsibility   of  the  Company's   management.   Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted in the United States of America. Those standards require that we plan
  and  perform  the audit to  obtain  reasonable  assurance  about  whether  the
  financial  statements  are free of material  misstatement.  An audit  includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the  financial  statements.  An audit also includes  assessing the  accounting
  principles  used and  significant  estimates  made by  management,  as well as
  evaluating the overall financial statement  presentation.  We believe that our
  audits provide a reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material  respects,  the financial  position of Stafford  Miller S.r.l. at
  December  31, 1999 and 1998,  and the results of its  operations  and its cash
  flows for each of the three years in the period ended  December  31, 1999,  in
  conformity with accounting  principles generally accepted in the United States
  of America.

  As  discussed  in Note 1, the  accompanying  financial  statements  have  been
  restated for 1998 and 1997 due to understatements of advertising and promotion
  expenses.

  Reconta Ernst & Young SpA

  Milan, Italy
  May 26, 2000


                                     - 60 -

<PAGE>



  ERNST & YOUNG

                                             Report of Independent Auditors


  The Management
  Block Drug Company, Inc.

  Ratingen Branch

  We have audited the accompanying  balance sheets of Block Drug Company,  Inc.,
  Ratingen Branch,  as of March 31, 2000 and 1999 and the related  statements of
  operations and retained earnings and cash flows for each of the three years in
  the period  ended  March 31, 2000 (not  presented  separately  herein).  These
  financial  statements are the responsibility of the Branch's  management.  Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted  in the  United  States.  Those  standards  require  that we plan and
  perform the audit to obtain  reasonable  assurance about whether the financial
  statements are free of material misstatement.  An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements.  An audit also includes  assessing the accounting  principles used
  and  significant  estimates  made by  management,  as well as  evaluating  the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material  respects,  the financial  position of Block Drug Company,  Inc.,
  Ratingen  Branch,  as of March  31,  2000 and  1999,  and the  results  of its
  operations  and its cash flows for each of the three years in the period ended
  March 31, 2000, in conformity with accounting principles generally accepted in
  the United States of America.

  Our audits have been made  primarily  for the purpose of expressing an opinion
  on  the  basic  financial  statements  taken  as  a  whole.  The  accompanying
  supplementary  information  (pages  1 to  16) is  presented  for  purposes  of
  additional  analysis  and is  not a  required  part  of  the  basic  financial
  statements.  The supplementary  information has been subjected to the auditing
  procedures applied in the audits of the basic financial statements and, in our
  opinion,  is fairly  stated in all material  respects in relation to the basic
  financial statements taken as a whole.

  Ernst & Young
  Deutsche Allgemeine Treuhand AG
  Wirtschaftsprufungsgesellschaft

  Beyer                             Lewe
  Wirtschaftsprufer                 Wirtschaftsprufer
  (Independent Public              (Independent Public
  Accountant)                       Accountant)

  Dusseldorf,
  April 19, 2000


                                     - 61 -

<PAGE>



  Ernst & Young
  Wirtschaftsprufungs- und
  Steuerberatungsgesellschaft m.b.H.
  Praterstra e 23
  (Postfach 290)
  A-1021 Wien


  REPORT OF INDEPENDENT AUDITORS


  We have audited the  accompanying  balance  sheets of Block Austria GmbH as of
  December 31, 1999 and 1998,  and the related  statements  of income,  retained
  earnings and cash flows for the years then ended (not included herein).  These
  financial statements are the responsibility of the Company's  management.  Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted in the United States of America. Those standards require that we plan
  and  perform  the audit to  obtain  reasonable  assurance  about  whether  the
  financial  statements  are free of material  misstatement.  An audit  includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the  financial  statements.  An audit also includes  assessing the  accounting
  principles  used and  significant  estimates  made by  management,  as well as
  evaluating the overall financial statement  presentation.  We believe that our
  audits provide a reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material  respects,  the  financial  position of Block  Austria GmbH as of
  December  31, 1999 and 1998,  and the results of its  operations  and its cash
  flows for the years then  ended,  in  conformity  with  accounting  principles
  generally accepted in the United States of America.

  ERNST & YOUNG
  WIRTSCHAFTSPRUFUNGS- UND
  STEUERBERATUNGSGESELLSCHAFT MBH

  (Rolf Kapferer)                                    (Elfriede Sixt)
                Certified Public Accountants

  Date: February 11, 2000


                                     - 62 -

<PAGE>



  Ernst & Young
  Bedrijfsrevisoren
  Reviseurs d'Entreprises
  J. Englishstraat 52
  2140 Borgerhout (Antwerpen)

  To the Board of Directors of
  STAFFORD-MILLER CONTINENTAL NV
  Nijverheidsstraat 9

  2260     OEVEL-WESTERLO


  Dear Sirs,

  We have audited the accompanying balance sheets of Stafford-Miller Continental
  NV as of December 31, 1999 and 1998, and the related statements of operations,
  retained  earnings  and cash  flows for each of the three  years in the period
  ended December 31, 1999 (not presented  separately  herein).  These  financial
  statements  are  the   responsibility   of  the  Company's   management.   Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted  in the  United  States.  Those  standards  require  that we plan and
  perform the audit to obtain  reasonable  assurance about whether the financial
  statements are free of material misstatement.  An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements.  An audit also includes  assessing the accounting  principles used
  and  significant  estimates  made by  management,  as well as  evaluating  the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

  Generally accepted  accounting  principles require that a Company's  financial
  statements be consolidated  with those of its  subsidiaries.  The accompanying
  financial  statements of Stafford Miller  Continental NV are not  consolidated
  with those of its subsidiary Laboratoires Stafford-Miller S.a.r.l.

  In our  opinion,  except for the effects of not  consolidating  the  financial
  statements  of a  subsidiary  referred  to  in  the  preceding  paragraph  and
  described in Note 1, the financial statements referred to above present fairly
  in all material respects the financial position of Stafford-Miller Continental
  NV at December  31, 1999 and 1998 and the  results of its  operations  and its
  cash flows for each of the three years in the period  ended  December 31, 1999
  in conformity  with  accounting  principles  generally  accepted in the United
  States of America.

  Our  audits  were made for the  purpose  of  forming  an  opinion on the basic
  financial statements taken as a whole. The accompanying additional information
  is presented for purposes of additional analysis and is not a required part of
  the basic financial statements. Such additional information has been subjected
  to the  auditing  procedures  applied  in the  audits of the  basic  financial
  statements and, in our opinion,  is fairly stated in all material  respects in
  relation to the basic financial statements taken as a whole.

  April 10, 2000
  Ernst & Young

                                     - 63 -

<PAGE>



  ERNST & YOUNG
  ACCOUNTANTS

                                             REPORT OF INDEPENDENT AUDITORS


  The Board of Directors
  Stafford Miller Nederland B.V.

  We have audited the  accompanying  balance sheets of Stafford Miller Nederland
  B.V. at December 31, 1999 and 1998,  and the statements of income and retained
  earnings  and cash flows for the three years 1999,  1998 and 1997 drawn up for
  Group  purposes.  These  financial  statements are the  responsibility  of the
  Company's  management.  Our  responsibility  is to express an opinion on these
  financial statements based on our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted in the United States of America. Those standards require that we plan
  and  perform  the audit to  obtain  reasonable  assurance  about  whether  the
  financial  statements  are free of material  misstatement.  An audit  includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the  financial  statements.  An audit also includes  assessing the  accounting
  principles  used and  significant  estimates  made by  management,  as well as
  evaluating the overall financial statement  presentation.  We believe that our
  audits provide a reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material  respects,  the financial  position of Stafford Miller  Nederland
  B.V. at December 31, 1999 and 1998,  and the results of its operations and its
  cash  flows  for  years  1999,  1998 and 1997 in  conformity  with  accounting
  principles generally accepted in the United States of America.

  Our audits have been made  primarily  for the purpose of expressing an opinion
  on  the  basic  financial  statements  taken  as  a  whole.  The  accompanying
  additional information is presented for purposes of additional analysis and is
  a not  required  part  of the  basic  financial  statements.  Such  additional
  information  has been  subjected  to the  auditing  procedures  applied in the
  audits of the basic financial statements and, in our opinion, is fairly stated
  in all material  respects in relation to the basic financial  statements taken
  as a whole.


  April 27, 2000                                      Ernst & Young Accountants


                                     - 64 -

<PAGE>



  ERNST & YOUNG
  ENTREPRENEURS

  Immeuble Ariane
  2, rue Jacques Daguerre
  92565 Rueil-Malmaison


                         REPORT OF INDEPENDENT AUDITORS


  The Board of Directors and Shareholders of
  Laboratoires Stafford Miller, S.A.R.L.

  We have  audited the  accompanying  balance  sheets of  Laboratoires  Stafford
  Miller,  S.A.R.L. (the Company) at December 31, 1999 and 1998, and the related
  statements of income and retained  earnings and cash flows for the three years
  in the period ended December 31, 1999 (not presented separately herein). These
  financial statements are the responsibility of the Company's  management.  Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

  We  conducted  our audits in  accordance  with  auditing  standards  generally
  accepted in the United States of America. Those standards require that we plan
  and  perform  the audit to  obtain  reasonable  assurance  about  whether  the
  financial  statements  are free of material  misstatement.  An audit  includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the  financial  statements.  An audit also includes  assessing the  accounting
  principles  used and  significant  estimates  made by  management,  as well as
  evaluating the overall financial statement  presentation.  We believe that our
  audits provide a reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material respects, the financial position of Laboratoires Stafford Miller,
  S.A.R.L.  at December 31, 1999 and 1998, and the results of its operations and
  its cash flows for each of the three years in the period  ended  December  31,
  1999, in  conformity  with  accounting  principles  generally  accepted in the
  United States of America.

  Our audits have been made  primarily  for the purpose of forming an opinion on
  the basic financial  statements taken as a whole. The accompanying  additional
  information  is  presented  for purposes of  additional  analysis and is a not
  required part of the basic financial statements.  Such additional  information
  has been  subjected  to the auditing  procedures  applied in our audits of the
  basic  financial  statements  mentioned  above and, in our opinion,  is fairly
  stated in all material respects in relation to the basic financial  statements
  taken as a whole.


  ERNST & YOUNG Entrepreneurs
          Departement d'E&Y Audit


  Christian Colineau

  February 10, 2000

                                     - 65 -

<PAGE>



  ARTHUR
  ANDERSEN

  A Member Firm of
  Andersen Worldwide SC


                    Report of Independent Public Accountants


  To the Board of Directors of
  Block Drug Company (Japan), Inc.:


          We have audited the accompanying  balance sheets of Block Drug Company
  (Japan),  Inc. (a Japanese  corporation) as of December 31, 1999 and 1998, and
  the related statements of operations,  stockholder's equity and cash flows for
  each of the three years in the period ended December 31, 1999. These financial
  statements  are  the   responsibility   of  the  Company's   management.   Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

          We conducted our audits in accordance with generally accepted auditing
  standards in the United  States of America.  Those  standards  require that we
  plan and perform the audit to obtain  reasonable  assurance  about whether the
  financial  statements  are free of  material  misstatement.  An audit  include
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the  financial  statements.  An audit also includes  assessing the  accounting
  principles  used and  significant  estimates  made by  management,  as well as
  evaluating the overall financial statement  presentation.  We believe that our
  audits provide a reasonable basis for our opinion.

          In our opinion,  the  financial  statements  referred to above present
  fairly, in all material respects, the financial position of Block Drug Company
  (Japan),  Inc.  as of  December  31,  1999 and 1998,  and the  results  of its
  operations  and its cash flows for each of the three years in the period ended
  December 31, 1999 in conformity with accounting  principles generally accepted
  in the United States of America.



  Arthur Andersen
  Osaka, Japan
  March 28, 2000

                                     - 66 -

<PAGE>



  SGV & CO

  SyCip Gorres Velayo & Co
  An Arthur Andersen Member Firm
  6760 Ayala Avenue
  1226 Makati City Philippines

  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

  The Stockholders and the Board of Directors
  Block Drug Co. (Philippines), Inc.

  We  have  audited  the   accompanying   balance   sheets  of  Block  Drug  Co.
  (Philippines), Inc. (a wholly owned subsidiary of Block Drug Company, Inc.) as
  of  December  31,  1999 and 1998,  and the  related  statements  of income and
  retained  earnings  and cash  flows for each of the three  years in the period
  ended December 31, 1999. These financial  statements are the responsibility of
  the Company's management. Our responsibility is to express an opinion on these
  financial statements based on our audits.

  We conducted our audits in accordance  with United States  generally  accepted
  auditing standards. Those standards require that we plan and perform the audit
  to obtain reasonable assurance about whether the financial statements are free
  of  material  misstatement.  An audit  includes  examining,  on a test  basis,
  evidence  supporting the amounts and disclosures in the financial  statements.
  An  audit  also  includes   assessing  the  accounting   principles  used  and
  significant  estimates made by  management,  as well as evaluating the overall
  financial  statement  presentation.  We  believe  that our  audits  provide  a
  reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
  all material respects, the financial position of Block Drug Co. (Philippines),
  Inc. As of December 31, 1999 and 1998,  and the results of its  operations and
  its cash flows for each of the three years in the period  ended  December  31,
  1999  in  conformity  with  United  States   generally   accepted   accounting
  principles.

  Our audits have been made  primarily  for the purpose of expressing an opinion
  on  the  basic  financial  statements  taken  as a  whole.  The  supplementary
  information  accompanying the financial  statements are presented for purposes
  of  additional  analysis  and are not a required  part of the basic  financial
  statements.  The supplementary  information has been subjected to the auditing
  procedures applied in the audits of the basic financial statements and, in our
  opinion,  is fairly  stated in all material  respects in relation to the basic
  financial statements taken as a whole.


  SyCip, Gorres, Velayo & Co.
  Makati City, Philippines
  February 11, 2000


                                     - 67 -

<PAGE>

<TABLE>


                    BLOCK DRUG COMPANY, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                    Years Ended March 31, 2000, 1999 and 1998

<CAPTION>


<S>                                         <C>                  <C>                 <C>                   <C>
                                                                       Additions
                                                   Balance at          Charged to                                  Balance at
                                                   Beginning of        Costs and                                   End of
                 Description                       Period              Expenses          Deductions                Period
===========================================  =================== =================== =====================  ======================
  2000

  Allowances for discounts,
  doubtful accounts and returns                    $4,750,000          $33,605,000          $28,861,000             $9,494,000
============================================  =================== =================== =====================  ======================
  1999

  Allowances for discounts,
  doubtful accounts and returns                    $4,446,000          $24,787,000          $24,483,000             $4,750,000
============================================  =================== =================== =====================  ======================
  1998

  Allowances for discounts,
  doubtful accounts and returns                    $4,504,000          $27,095,000          $27,153,000             $4,446,000
============================================  =================== =================== =====================  ======================
</TABLE>


                                     - 68 -

<PAGE>



                                   EXHIBIT 21

                           Subsidiaries of Registrant

     The  following  list shows the Company and its  subsidiaries,  all of which
  (except  as  indicated)  are wholly  owned and  included  in the  Consolidated
  Financial Statements in this report.
                                                      Jurisdiction
  Identification                                      of Incorporation

  Block Drug Company, Inc.                            New Jersey
  Stafford-Miller International, Inc.                 New Jersey
  Reedco, Inc.                                        Delaware
  Dentco, Inc.                                        Delaware
  Block Drug Company (Puerto Rico), Inc.              Puerto Rico
  Block Drug Corporation                              New Jersey
  Block Austria Gmbh                                  Austria
  Block Uruguay, S.A.                                 Uruguay
  Block Drug Company (Canada) Limited                 Ontario, Canada
  Block Drug Company (Japan), Inc.                    Japan
  Block Drug Company (Philippines), Inc.              Manila, Philippines
  Block Drug Company (Thailand) Limited               Thailand
  Block Drug Company (Korea) Limited                  Korea
  Laboratoires Stafford-Miller S.A.R.L. (a)           France
  Stafford Miller Argentina S.A.                      Argentina
  Stafford Miller Chile Limitada                      Chile
  Stafford-Miller Continental, NV-SA                  Belgium
  Stafford-Miller de Espana, S.A.                     Spain
  Stafford-Miller de Mexico, S.A. de C.V.             Mexico
  Stafford-Miller Industria Ltda.                     Brazil
  Stafford-Miller Foreign Sales Corporation           St. Thomas, Virgin Islands
  Stafford-Miller (Ireland) Limited                   Ireland
  Stafford-Miller Limited                             Great Britain
  Stafford-Miller Nederland B.V.                      Netherlands
  Stafford-Miller (N.Z.) Limited                      New Zealand
  Stafford-Miller (Portugal) Quimico-Farmaceutica,
   Lda.                                               Portugal
  Stafford-Miller RE Limited (b)                      Great Britain
  Stafford-Miller S.r.l.                              Italy
  Stafford-Miller Scandinavia Aktiebolag              Sweden


     (a) Wholly-owned subsidiary of Stafford-Miller Continental, NV-SA.

     (b) Wholly-owned subsidiary of Stafford-Miller (Ireland) Limited.


                                     - 69 -

<PAGE>


                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) 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 on the 29th day of
  June, 2000.
                                                  BLOCK DRUG COMPANY, INC.
                                                        (Registrant)
                                                      PETER ANDERSON
                                 BY                   Peter Anderson
                                 Senior Vice President, Chief Financial Officer



       Pursuant to the  requirements  of Securities  Exchange Act of 1934,  this
  report  has been  signed  below by the  following  persons  on  behalf  of the
  Registrant and in the capacities indicated on the 29th day of June, 2000.

  Principal Executive Officer:

         JAMES A. BLOCK
         James A. Block
         Chairman of the Board

  Principal Financial and Accounting Officer:

          PETER ANDERSON
          Peter Anderson
  Senior Vice President, Chief Financial Officer

  Directors:
       LEONARD BLOCK                                      JAMES A. BLOCK
       Leonard Block                                      James A. Block

       THOMAS R. BLOCK                                    PETER M. BLOCK
       Thomas R. Block                                    Peter M. Block

       MICHAEL P. DANZIGER                                PEGGY DANZIGER
       Michael P. Danziger                                Peggy Danziger

       DOMINICK P. DEPAOLA                                WILLIAM T. GOLDEN
       Dominick P. DePaola, D.D.S., Ph.D.                 William T. Golden

       MELVIN KOPP                                        PETER C. MANN
       Melvin Kopp                                        Peter C. Mann

       JOHN E. PETERS                                     PETER J. REPETTI
       John E. Peters                                     Peter J. Repetti

       MARY C. TANNER
       Mary C. Tanner


                                     - 70 -

<PAGE>





                                 Exhibit 3(c)

                                   RESOLUTION

         I, John E. Peters, Hereby Certify that I am the duly elected and acting
Senior Vice President General Counsel and Secretary of Block Drug Company,  Inc.
a New Jersey corporation, and that the following is a true and correct copy of a
Resolution  adopted by the Board of  Directors  of said  corporation  on June 8,
1999:


         RESOLVED,  that the  officers of this  Corporation  be, and they hereby
         are,  authorized  and  directed  to take all  things  and  execute  all
         writings   required  or   advisable   to  amend  the   Certificate   of
         Incorporation  of this  Corporation to authorize  additional  shares of
         Class A (non-voting)  Common Stock and Class B (voting) Common Stock so
         that the total amount of  authorized  shares  shall be  increased  from
         Fifteen  Million  (15,000,000) to Twenty Million  (20,000,000)  Class A
         (non-voting)  Common Shares,  and from Thirty Million  (30,000,000)  to
         Forty Million (40,000,000) Class B voting)Common Shares.

         RESOLVED,  that all amendments to the Certificate of  Incorporation  be
         consolidated and the Amended and Restated  Certificate of Incorporation
         be revised,  updated, and filed with the New Jersey Secretary of State,
         in the form attached hereto.

         RESOLVED,  that the updated and amended  Bylaws of Block Drug  Company,
         Inc., are hereby authorized, approved and adopted, in the form attached
         hereto.

         In   witness  whereof,  I have  hereunto  set my hand  and the  seal of
         the Corporation this 23rd day of June, 2000.




                                            By /s/ John E. Peters_______________
                                                   Senior Vice President
                                                   General Counsel and Secretary

<PAGE>
                                  Exhibit 3(d)

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            BLOCK DRUG COMPANY, INC.

         Pursuant  to the  provisions  of  Section  14A:9-5  of the  New  Jersey
Business  Corporation  Act, the  undersigned  corporation  adopts the  following
Amended and Restated Certificate of Incorporation:

FIRST: The name of the corporation is: Block Drug Company, Inc.

SECOND: The purposes for which this  corporation  is organized  are to engage in
     any activity  within the purposes for which  corporations  may be organized
     under the New Jersey Business  Corporation Act. THIRD: The total authorized
     capital   stock  of  the   corporation   shall  consist  of  Sixty  Million
     (60,000,000) shares, divided into the following classes:

                           (i)      Twenty Million  (20,000,000) shares of Class
                                    A Common Stock with a par value of Ten Cents
                                    ($.10) per share; and

                           (ii)     Forty Million (40,000,000) shares of Class B
                                    Common Stock,  with a par value of Ten Cents
                                    ($.10) per share.

                  The relative  rights,  preferences  and limitations of the two
                  classes of capital stock which the  corporation  is authorized
                  to issue, are as follows:

                           A. Voting - Except as otherwise expressly provided by
                  the laws of the State of New Jersey,  the holders of the Class
                  A Common  Stock  shall  possess no voting  power and shall not
                  have  the  right  to   participate   in  any  meeting  of  the
                  shareholders or to receive notice thereof,  and the holders of
                  the Class B Common Stock shall exclusively  possess the voting
                  power of the shareholders of the corporation.

                           B.  Dividends  - Dividends  may be declared  and paid
                  upon or set aside for the  Class B Common  Stock,  as and when
                  declared  by  the  Board  of  Directors,  out  of  any  assets
                  available for the payment of dividends pursuant to the laws of
                  the State of New Jersey; provided,  however, that no dividends
                  may be  declared  and paid  upon or set  aside for the Class B
                  Common Stock unless a dividend is, at the same time,  declared
                  and paid upon or set aside for the Class A Common  Stock in an
                  amount per share at least equal to the per share dividend upon
                  the Class B Common  Stock.  Dividends may be declared and paid
                  upon or set aside for the  Class A Common  Stock,  as and when
                  declared  by  the  Board  of  Directors,  out  of  any  assets
                  available for the payment of dividends pursuant to the laws of
                  the State of New  Jersey,  although  no  dividend  is, at that
                  time,  declared  and paid  upon or set  aside  for the Class B
                  Common Stock.

                           C.  Issuance of Shares - Class A Common  Stock may be
                  issued  for such  consideration  as may be fixed  from time to
                  time by the Board of Directors,  without shareholder approval.
                  Class B Common Stock may be issued for such  consideration  as
                  may be fixed  from  time to time by the  Board  of  Directors;
                  provided,  however,  that no action of the Board of  Directors
                  authorizing  the  issuance  of shares of Class B Common  Stock
                  shall be  effective  and binding upon the  corporation  unless
                  approved by the holders of two-thirds (2/3) of the outstanding
                  shares entitled to vote.
                   The  corporation  shall not  subdivide  or combine,  or issue
                  securities as a dividend or  distribution  on, the outstanding
                  shares of  either  class of  Common  Stock of the  corporation
                  unless a substantially  equivalent  subdivision,  combination,
                  dividend or distribution of securities is made with respect to
                  the outstanding  shares of the other class of Common Stock, so
                  that the relative  rights and interests of the holders of each
                  of such classes are not adversely affected.

                           D.  Conversion  -  Class  A  Common  Stock  shall  be
                  convertible into Class B Common Stock, at the conversion ratio
                  hereinafter provided, at the option of the corporation,  which
                  option shall be exercised by the Board of Directors; provided,
                  however,  that no action of the Board of Directors authorizing
                  the  conversion of the Class A Common Stock shall be effective
                  and  binding  upon  the  corporation  unless  approved  by the
                  holders of two-thirds (2/3) of the outstanding shares entitled
                  to vote; and provided also, that any such conversion  shall be
                  of all, and not less than all, of the shares of Class A Common
                  Stock at the time issued and outstanding.

                                    The conversion  ratio shall be one (1) share
                  of Class B Common Stock for each share of Class A Common Stock
                  issued and outstanding;  provided,  however, that in the event
                  of  a  stock   dividend,   stock  split,   or  other   capital
                  reorganization or reclassification of the Class A Common Stock
                  or  Class B Common  Stock,  or in the  event  of a  merger  or
                  consolidation   of  the   corporation   (by  sale  of  all  or
                  substantially  all of its assets or  otherwise)  with and into
                  another  company,  each share of Class A Common Stock shall be
                  convertible  into  that  number  of  shares  of Class B Common
                  Stock,  or other  securities or property  resulting  from such
                  reorganization,  reclassification, merger or consolidation, as
                  the  case may be,  which  would be  issuable  had the  Class A
                  Common   Stock  been   converted   to  Class  B  Common  Stock
                  immediately  prior to such  reorganization,  reclassification,
                  merger or consolidation.

                                    In the event of the  conversion of the Class
                  A Common Stock into Class B Common Stock, as herein  provided,
                  notice of the conversion  shall be given by the corporation to
                  every  holder of record of the Class A Common Stock by mailing
                  the notice to such holders at their respective  addresses,  as
                  the same  shall  appear  on the  stock  transfer  books of the
                  corporation,  not less  than  thirty  (30)  days nor more than
                  sixty (60) days prior to the date designated in such notice as
                  the conversion  date. Such notice shall state that the Class A
                  Common Stock shall be  converted  into Class B Common Stock at
                  the aforementioned conversion ratio, and on the date specified
                  in said notice, upon the surrender, at the place designated in
                  said notice, of certificates  representing the shares of Class
                  A Common Stock to be

                                        1

<PAGE>



                  converted,   properly   endorsed  in  blank  for  transfer  or
                  accompanied by proper  instrument of assignment or transfer in
                  blank and bearing all  necessary  transfer tax stamps  thereto
                  affixed and canceled.  On and after the date specified in said
                  notice,  each  holder  of the  Class A Common  Stock  shall be
                  entitled,  upon  presentation  and  surrender,  at  the  place
                  designated in such notice,  of the  certificates  representing
                  shares of Class A Common Stock held by such  holder,  properly
                  endorsed  in blank  for  transfer  or  accompanied  by  proper
                  instrument  of  assignment  or transfer in blank,  and bearing
                  thereto  affixed and canceled all transfer tax stamps required
                  under  applicable  laws or  regulations,  to receive  from the
                  corporation,  as soon thereafter as practicable, a certificate
                  or certificates  issued to said holder,  or in accordance with
                  such holder's written order, representing the number of shares
                  of Class B Common Stock  issuable upon the  conversion of such
                  Class A Common Stock. All shares of Class A Common Stock shall
                  be  deemed  to have  been  converted  on the  conversion  date
                  specified in said notice, whether or not said shares have been
                  presented and surrendered  for conversion;  and the holders of
                  shares  of Class A Common  Stock  shall,  from and  after  the
                  conversion  date, be deemed holders of the number of shares of
                  Class  B  Common   Stock   issuable   upon  said   conversion,
                  notwithstanding  any delay in the delivery of the  certificate
                  or certificates for shares of Class B Common Stock.


                           E.  Liquidation  or Dissolution - In the event of any
                  liquidation,  dissolution  or winding  up of the  corporation,
                  whether  voluntary or involuntary,  the holders of the Class A
                  Common  Stock and the Class B Common  Stock shall be entitled,
                  after the debts of the  corporation  shall have been paid,  to
                  receive  the  remaining  assets and funds of the  corporation,
                  share and share  alike,  ratably  according  to the  number of
                  shares held. The  consolidation  or merger of this corporation
                  with any other corporation or corporations shall not be deemed
                  a liquidation,  dissolution  or winding up of the  corporation
                  within the meaning of this paragraph.

FOURTH: Subject to the limitations  contained in the Bylaws of the  corporation,
     the   Directors   shall  have  the  power,   without  the  consent  of  the
     shareholders,  to make,  revoke  and alter the  Bylaws of the  corporation.
FIFTH: One or more or all the Directors may be removed,  with or without  cause,
     by the  affirmative  vote of the  majority  of the votes cast by holders of
     shares  entitled  to vote  for the  election  of  Directors.  The  Board of
     Directors shall have the power to remove Directors for cause and to suspend
     Directors  pending a final  determination  that cause  exists for  removal.
     SIXTH: The address of this  corporation's  current  registered agent is 257
     Cornelison  Avenue,  Jersey  City,  New Jersey  07302,  and the name of the
     corporation's current registered agent at such address is John E. Peters.
                                        2

<PAGE>




SEVENTH: The names and addresses of the thirteen (13) persons  currently serving
     as said Directors are set forth below:

Name                                               Address

Leonard N. Block...................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

James A. Block.....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Thomas R. Block....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Peter M. Block.....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Michael P. Danziger................................The Steppingstone Foundation
                                                   126 High Street
                                                   Boston,  Massachusetts  02110

Peggy B. Danziger..................................155 East 69th Street
                                                   New York, New York 10021

Dominick P. DePaola, D.D.S., Ph.D................. The Forsyth Institute
                                                   140 The Fenway
                                                   Boston, Massachusetts 02115

William T. Golden..................................40 Wall Street
                                                   42nd Floor, Room 4201
                                                   New York, New York 10005

Melvin Kopp........................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Peter C. Mann......................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

John E. Peters ....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302



Peter J. Repetti, Esq..............................80 Falmouth Street
                                                   Short Hills, New Jersey 07078

Mary C. Tanner.....................................109 East 91st Street
                                                   New York, New York 10285

                                        3

<PAGE>




         EIGHTH: The corporation shall indemnify any Director, Officer, employee
or agent of the corporation to the fullest extent permitted under the New Jersey
Business  Corporation  Act, as the same shall be amended from time to time.  The
indemnification  provided by this Paragraph Eighth shall not be deemed exclusive
of any other  rights to which such persons may be entitled as a matter of law or
which may be lawfully granted under the Bylaws, an agreement or otherwise.

        NINTH:  To the  fullest  extent  permitted  by the New  Jersey  Business
Corporation  Act,  Directors  and  Officers  of  the  corporation  shall  not be
personally  liable to the corporation or its shareholders for damages for breach
of any  duty  owed to the  corporation  or its  shareholders,  except  that  the
provisions of this Paragraph  Ninth shall not relieve a Director or Officer from
liability  for any breach of duty based upon an act or omission (a) in breach of
such person's duty of loyalty to the corporation or its shareholders, (b) not in
good faith or involving a knowing  violation of law or (c)  resulting in receipt
by such person of any  improper  personal  benefit.  If the New Jersey  Business
Corporation Act is amended after the date hereof to authorize  corporate  action
further eliminating or limiting the personal liability of Directors or Officers,
the liability of a Director or Officer of the corporation shall be eliminated or
limited to the fullest extent  permitted by the New Jersey Business  Corporation
Act, as amended.


         TENTH:  Whenever  any vote of the  holders  of the  outstanding  shares
entitled  to vote is  required  by law to amend,  alter,  repeal or rescind  any
provision of this Amended and Restated  Certificate of  Incorporation,  then, in
addition to any affirmative  vote required by applicable  law, such  alteration,
amendment,  repeal or rescission of any such  provision  must be approved by the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote;  provided,  however,  that if any such alteration,  amendment,
repeal or rescission relates to Section C or Section D of Article THIRD and this
Article TENTH hereof, such alteration, amendment, repeal or rescission must also
be approved by the  affirmative  vote of the holders of two-thirds  (2/3) of the
outstanding shares entitled to vote.


        This Amended and Restated  Certificate of Incorporation  was executed on
behalf of the corporation this 8th day of June, 1999.



                                                           John E. Peters
                                                       Senior Vice President
                                                   General Counsel and Secretary



                                  CERTIFICATE

                         (Pursuant to NJSA 14A:9-5 (5))


                                       4
<PAGE>


        A.        The name of the corporation is Block Drug Company, Inc.

        B. The Amended and Restated  Certificate of  Incorporation to which this
certificate  is attached was  approved by the Board of Directors  and adopted by
the shareholders entitled to vote thereon on June 8, 1999.

        C. On the date of adoption of the Amended and  Restated  Certificate  of
Incorporation,   the  following   shares  of   authorized   capital  stock  were
outstanding,  entitled to vote thereon,  by class or otherwise,  and did vote in
favor of the adoption of the Amended and Restated Certificate of Incorporation:
                                                                 Voted
  Class                                    Entitled       For            Against
Designation               Outstanding       to Vote     Adoption        Adoption

Class B Common Stock
($.10 par value) . . . .   8,418,808       8,418,808   8,418,808           -0-




This Certificate was executed on behalf of Block Drug Company, Inc. this 8th day
of June, 1999.







                                                  Block Drug Company, Inc.



                                         By:      John E. Peters
                                                  Senior Vice President
                                                  General Counsel and Secretary

                                        5

<PAGE>


                                    Exhibit 3(e)

                                     Bylaws

                                       of

                            Block Drug Company, Inc.













                           Amended as of June 8, 1999








<PAGE>



                                     Bylaws
                                       of
                            Block Drug Company, Inc.

                                TABLE OF CONTENTS

                                    ARTICLE I
                                     OFFICES
                                                                           PAGE

SECTION 1.1.               Registered Office.................................1
SECTION 1.2.               Other Offices.....................................1



                                   ARTICLE II

                                  SHAREHOLDERS


SECTION 2.1.               Annual Meeting....................................1
SECTION 2.2.               Special Meetings..................................1
SECTION 2.3.               Place and Time of Meeting.........................1
SECTION 2.4.               Notice of Meeting.................................1
SECTION 2.5.               Fixing of Record Date.............................2
SECTION 2.6.               Quorum............................................2
SECTION 2.7.               Proxies...........................................2
SECTION 2.8.               Voting of Shares..................................2
SECTION 2.9.               Waiver of Notice..................................2
SECTION 2.10.              Votes Required....................................2
SECTION 2.11.              Election of Directors.............................3
SECTION 2.12.              Procedure at Meetings.............................3








<PAGE>



                                     Bylaws
                                       of
                            Block Drug Company, Inc.

                                TABLE OF CONTENTS
                                                                 (continued...)


                                   ARTICLE III

                                    DIRECTORS
                                                                           PAGE

SECTION 3.l.               General Powers....................................3
SECTION 3.2.               Number, Tenure and Qualifications.................3
SECTION 3.3.               Annual Meetings, Regular Meetings.................3
SECTION 3.4.               Special Meetings..................................3
SECTION 3.5.               Quorum............................................3
SECTION 3.6.               Manner of Acting..................................4
SECTION 3.7.               Action Without Meeting............................4
SECTION 3.8.               Vacancies.........................................4
SECTION 3.9.               Compensation......................................4
SECTION 3.10.              Executive Committee; Other Committees.............4
SECTION 3.11.              Waiver of Notice..................................5



                                   ARTICLE IV

                                    OFFICERS


SECTION 4.1.               Number............................................5
SECTION 4.2.               Election, Term and Removal........................5
SECTION 4.3.               Powers and Duties.................................6
SECTION 4.4.               Salaries..........................................6
SECTION 4.5.               Loans.............................................6
SECTION 4.6.               Acquisitions......................................6
SECTION 4.7.               Office of the Chief Executive.....................6






                                       ii


<PAGE>



                                     Bylaws
                                       of
                            Block Drug Company, Inc.

                                TABLE OF CONTENTS
                                                                  (continued...)


                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

                                                                           PAGE

SECTION 5.1.               Certificates for Shares...........................7
SECTION 5.2.               Transfer of Shares................................7
SECTION 5.3.               Lost, Stolen or Destroyed Certificates............7


                                   ARTICLE VI

                          INDEMNIFICATION AND INSURANCE

SECTION 6.1.               Right to Indemnification..........................7
SECTION 6.2.               Right of Claimant to Bring Suit...................8
SECTION 6.3.               Non-Exclusivity of Rights.........................8
SECTION 6.4.               Insurance.........................................8


                                   ARTICLE VII

                                  MISCELLANEOUS


SECTION 7.1.               Fiscal Year.......................................9
SECTION 7.2.               Corporate Seal....................................9
SECTION 7.3.               Amendments........................................9
SECTION 7.4.               Notices...........................................9





                                       iii


<PAGE>



                                     Bylaws

                                       of

                            Block Drug Company, Inc.


                                    ARTICLE I

                                     OFFICES


         SECTION  1.1.   Registered   Office.   The  registered  office  of  the
corporation  shall be located at 257  Cornelison  Avenue,  Jersey  City,  Hudson
County,  New Jersey, or such other address within the State of New Jersey as the
Board of Directors may by resolution provide.

         SECTION 1.2.    Other Offices.  The corporation may have other offices
within or without the State of New Jersey at any time.


                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.1. Annual Meeting. The annual meeting of shareholders for the
purpose of electing  Directors and for the transaction of such other business as
may properly come before the meeting shall be held on the third Monday in May of
each year, or on such other date as may be fixed by the Board of Directors.

         SECTION 2.2. Special  Meetings.  Special meetings of the  shareholders,
for any purpose or purposes,  unless  otherwise  prescribed  by statute,  may be
called  by the  Chairman  of the  Board,  the  President,  or by  the  Board  of
Directors,  and shall be called by the  President at the written  request of the
holders  of not  less  than ten  percent  (10%)  of all the  outstanding  shares
entitled to vote at the meeting.

         SECTION  2.3.  Place and Time of Meeting.  The Board of  Directors  may
designate the time and place,  either within or without the State of New Jersey,
as the time and place of  meeting  for any  annual  meeting  or for any  special
meeting  called by the Board of Directors.  If no  designation  is made, or if a
special meeting is called other than by the Board of Directors, the place of the
meeting shall be the  registered  office of the  corporation in the State of New
Jersey.

         SECTION 2.4.  Notice of Meeting.  Written or printed notice stating the
place, day and hour of any meeting of the shareholders, and the purpose or
purposes for which the meeting is called, shall be given, personally or by mail,
to each shareholder of record entitled to vote at the meeting not



<PAGE>



less than ten (10) nor more than thirty (30) days before the meeting,  except as
otherwise permitted or required by law or the Certificate of Incorporation.



<PAGE>



         SECTION 2.5.  Fixing of Record Date. For the purpose of determining the
shareholders  entitled to notice of, or to vote at, any meeting of  shareholders
or any adjournment  thereof, the Board of Directors may fix a date not more than
sixty (60) days nor less than ten (10) days  before the date of such  meeting as
the record date for any such determination of shareholders. When a determination
of shareholders of record for a shareholders'  meeting has been made as provided
herein,  such determination shall apply to any adjournment  thereof,  unless the
Board of  Directors  fixes a new record date under this Bylaw for the  adjourned
meeting.  For the purpose of determining  the  shareholders  entitled to receive
payment  of any  dividend  or  allotment  of any  right,  or in  order to make a
determination  of  shareholders  for any  other  proper  purpose,  the  Board of
Directors  may fix a date,  which  shall not be more than sixty (60) days before
any such  payment,  allotment or other  action,  as the record date for any such
determination of shareholders.

         SECTION  2.6.  Quorum.  The  holders of not less than a majority of the
outstanding shares entitled to vote at any shareholders' meeting, represented in
person or by proxy, shall constitute a quorum for the transaction of business at
such  meeting,   except  as  otherwise  provided  by  the  New  Jersey  Business
Corporation Act or the Certificate of  Incorporation.  If less than a quorum are
represented at the meeting,  the holders of a majority of the outstanding shares
entitled  to vote so  represented  may  adjourn  the  meeting  from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally  notified.  The shareholders  present in
person or by proxy at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

         SECTION 2.7. Proxies.  Every shareholder  entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may authorize
another  person or persons to act for them by proxy in  accordance  with the New
Jersey Business Corporation Act and any other applicable law. Every proxy should
be executed in writing by the shareholder or such shareholder's  agent and shall
be filed with the secretary of the meeting before or at the time of the meeting;
except that a proxy may be given by a shareholder  or such  shareholder's  agent
personally  or by mail,  telegram  or by any means of  electronic  communication
which results in a writing.

         SECTION 2.8. Voting of Shares.  Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the Certificate of Incorporation.

         SECTION 2.9. Waiver of Notice. Notice of a meeting need not be given to
any  shareholder  who  signs a waiver  of such  notice,  in  person or by proxy,
whether  before or after the meeting.  The  attendance of any  shareholder  at a
meeting,  in person or by proxy,  without  protesting prior to the conclusion of
the meeting the lack of notice of such  meeting,  shall  constitute  a waiver of
notice by such shareholder.

         SECTION  2.10.  Votes  Required.  Whenever  any action,  other than the
election of Directors,  is to be taken by vote of the shareholders,  it shall be
authorized by a majority of the votes cast at a meeting of  shareholders  by the
holders of shares entitled to vote thereon, unless a greater vote is required by
the Certificate of  Incorporation,  the New Jersey  Business  Corporation Act or
these Bylaws.



<PAGE>



         SECTION 2.11.  Election of Directors.  Directors  shall be elected by a
plurality of the votes cast.  At each  election of Directors  every  shareholder
entitled  to vote at such  election  shall  have the right to vote the number of
shares owned by such  shareholder  for as many persons as there are Directors to
be elected and for whose election such shareholder has a right to vote.

         SECTION 2.12.  Procedure at Meetings.  The Senior Chairman of the Board
of the corporation shall preside as the chairman of the  shareholders'  meetings
or shall  designate  a  substitute  to preside as chairman  and shall  designate
someone to serve as secretary of the meeting. The chairman of each shareholders'
meeting at which  Directors are to be elected  shall  appoint two  inspectors of
election.  The  inspectors  shall  take  and  subscribe  an oath or  affirmation
faithfully  to execute the duties of  inspectors  at such  meeting,  with strict
impartiality  and according to the best of their ability,  and shall take charge
of the polls and shall make,  after the ballot,  a certificate  of the result of
the vote taken.


                                   ARTICLE III

                                    DIRECTORS

         SECTION  3.1.   General  Powers.   The  business  and  affairs  of  the
corporation  shall be managed by its Board of Directors,  except insofar as such
management  is delegated by resolution of the Board of Directors to an Executive
Committee or one or more other committees as provided in these Bylaws.

         SECTION 3.2. Number, Tenure and Qualifications.  The Board of Directors
of the corporation shall consist of not less than six nor more than fifteen (15)
persons,  as shall be determined from time to time by the shareholders.  At each
annual meeting of shareholders,  Directors shall be elected to hold office until
their successors shall have been elected and qualified.


         SECTION 3.3. Annual Meetings,  Regular Meetings. A meeting of the Board
of  Directors  shall be held without  other  notice than this Bylaw  immediately
after, and at the same place as, the annual meeting of shareholders.  Additional
regular  meetings may be held at such times and places as the Board of Directors
may provide and no notice of such meetings shall be required.

         SECTION  3.4.  Special  Meetings.  Special  meetings  of the  Board  of
Directors  may be called by or at the request of any member of the Office of the
Chief  Executive,  and shall be called by the Secretary of the corporation  upon
the written request of the majority of the Directors,  and shall be held at such
time and place as shall be specified in the call of the meeting.  Notice of each
special  meeting  shall be given to each member of the Board,  personally  or by
mail, telegram,  or by any means of electronic  communication which results in a
writing, at least three (3) days before the meeting.

         SECTION 3.5.  Quorum.  A majority of the number of Directors who are or
would be in office if there were no vacancies shall  constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than a
quorum is present at a meeting,  a majority of the Directors present may adjourn
the meeting from time to time without further notice if the adjournment does not
exceed ten (10) days for any one (1) adjournment.  If an adjournment is for more
than ten (10) days, notice of the adjourned meeting will be given to each member
of the Board personally or by mail,



<PAGE>



telegram,  or by any  means  of  electronic  communication  which  results  in a
writing, at least three (3) days before the meeting.

         SECTION 3.6. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of  Directors  unless  a  greater  number  is  required  by the  Certificate  of
Incorporation.  Any and all Directors may  participate in a meeting of the Board
or a committee  of the Board by means of  conference,  telephone or any means of
communication by which all persons participating in the meeting are able to hear
each other, unless otherwise provided by law.

         SECTION 3.7. Action Without  Meeting.  Any action required or permitted
to be taken  pursuant  to  authorization  voted  at a  meeting  of the  Board of
Directors  may be taken  without a meeting if,  prior to or  subsequent  to such
action,  all members of the Board of  Directors  consent  thereto in writing and
such written consents are filed with the minutes of the proceedings of the Board
of Directors.  Such consent,  which may be executed in counterparts,  shall have
the same effect as a unanimous vote of the Board of Directors for all purposes.

         SECTION  3.8.  Vacancies.   Any  vacancy  occurring  in  the  Board  of
Directors,  however  caused,  including  a vacancy  to be filled by reason of an
increase in the number of Directors, shall be filled by a vote of the holders of
two-thirds (2/3) of the outstanding  shares entitled to vote for the election of
Directors.  Any Director  elected pursuant to this Section 3.8 shall hold office
until  the next  succeeding  annual  meeting  of  shareholders  and  until  such
Director's successor shall have been elected and qualified.

         SECTION 3.9. Compensation. By resolution of the Board of Directors, the
Directors may be paid their  expenses,  if any, of attendance at each meeting of
the Board of  Directors,  and may be paid a fixed salary for  attendance at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any Director from serving the  corporation  in any other
capacity and receiving compensation therefor.

         SECTION  3.10.  Executive  Committee;  Other  Committees.  The Board of
Directors,  by resolution adopted by a majority of the entire Board, may appoint
from among its members an executive  committee and one or more other committees,
each of which shall  consist of at least three (3)  members,  and shall act only
upon consent of a majority of all members.  Any such  committee may make its own
rules of procedure  and shall meet where and as provided by such rules,  or by a
resolution of the Directors. Each such committee shall have and may exercise all
of the  authority of the Board of Directors  to the fullest  extent  provided in
such  resolution  and  permissible  under the laws of the  State of New  Jersey.
Actions taken at a meeting of any such committee  shall be reported to the Board
of Directors at its next meeting following such committee meeting.  The Board of
Directors, by resolution adopted by a majority of the entire Board, may fill any
vacancy in any such committee,  however caused, appoint one or more Directors to
serve as  alternate  members  of any such  committee  to act in the  absence  or
disability of any member of such committee with all of the powers of such absent
or disabled  members,  abolish any such  committee at  pleasure,  and remove any
Director from  membership on such committee at any time,  with or without cause.
Notwithstanding  anything to the contrary  contained in the preceding  sentence,
with respect to the executive committee established by the



<PAGE>



Board of Directors,  the Board of Directors may not,  without the consent of the
holders of two-thirds  (2/3) of the  outstanding  shares entitled to vote on the
election of Directors,  fill any vacancy in such committee,  appoint one or more
Directors to serve as alternate  members of such committee to act in the absence
or  disability  of any member of such  committee  with all of the powers of such
absent or  disabled  members  or remove any  Director  from  membership  on such
committee without cause.

         SECTION 3.11.  Waiver of Notice.  Notice of any meeting of the Board or
any  committee  need not be given to any  Director who signs a waiver of notice,
whether  before or after the meeting.  The attendance of any Director at a Board
or committee  meeting without  protesting prior to the conclusion of the meeting
the lack of notice of such  meeting  shall  constitute a waiver of notice by any
such Director. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board or any committee  need be specified in the notice or waiver
of notice of such meeting.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1. Number.  The Officers of the corporation  shall consist of
the Office of the Chief Executive, a Senior Chairman of the Board, a Chairman of
the Board, a President, one or more Division Presidents, one or more Senior Vice
Presidents,  one or more Vice Presidents,  a Secretary and a Treasurer,  each of
whom,  other than the Senior  Chairman of the Board,  the Chairman of the Board,
the President  and the  President -  International  Division,  if any,  shall be
elected  by the Board of  Directors.  The  Senior  Chairman  of the  Board,  the
Chairman of the Board, the President and the President - International Division,
if any, shall be elected by the holders of two-thirds  (2/3) of the  outstanding
shares  entitled to vote for the election of  Directors.  The Board of Directors
may elect such other  Officers,  assistant  officers  or agents as it shall deem
necessary or desirable, which Officers,  assistant officers or agents shall have
such  authority and shall perform such duties as the Board of Directors may from
time to time prescribe.
Any two or more offices may be held by the same person.

         SECTION 4.2. Election,  Term and Removal.  Unless otherwise provided by
resolution of the Board of Directors, at the time of their election, the term of
office  of all  Officers  shall be  until  the  first  meeting  of the  Board of
Directors  following  the next annual  meeting of  shareholders  and until their
respective  successors are elected and qualify, but any Officer,  elected by the
Board, may be removed from office, either with or without cause, at any time, by
the affirmative vote of a majority of the members of the Board of Directors then
in office.  Any vacancy occurring among the Officers of the corporation  elected
by the Board shall be filled by the Board of Directors.  Any Officer required to
be elected by the shareholders shall only be removed from office, either with or
without cause, at any time, by the affirmative vote of the holders of two-thirds
(2/3) of the  outstanding  shares entitled to vote on the election of Directors,
but his or her  authority  to act as an Officer may be suspended by the Board of
Directors for cause. Any vacancy occurring among the Officers of the corporation
required to be elected by the shareholders shall be filled by the shareholders.

         SECTION 4.3.  Powers and Duties.  The Chairman of the Board shall, when


<PAGE>



present,  preside  at all  meetings  of the  shareholders  and of the  Board  of
Directors.  In the absence of the Chairman of the Board,  or in the event of his
death,    inability    or   refusal   to   act,    the    President    and   the
President-International  Division,  if any, shall jointly  perform the duties of
the Chairman of the Board, and when so acting,  shall have all the powers of and
be subject to all the  restrictions  upon the  Chairman of the Board.  Except as
aforesaid,  the Officers of the corporation shall have such powers and duties as
they  generally  pertain to their  respective  offices as well as and subject to
powers and duties as may be prescribed by the Board or these Bylaws.

         SECTION 4.4. Salaries. The salaries of the Officers shall be fixed from
time to time by the Board of Directors  and no Officer  shall be prevented  from
receiving such salary by reason of the fact that they are also a Director of the
corporation.

         SECTION 4.5. Loans.  The corporation may lend money to or guarantee any
obligation  of, or  otherwise  assist,  any  Officer  or other  employee  of the
corporation or of any  subsidiary,  whenever,  in the judgment of the Directors,
such loan,  guarantee or  assistance  may  reasonably be expected to benefit the
corporation;  provided,  however, if such Officer or employee is also a Director
of the  corporation,  such loan must be authorized and approved by the executive
committee and subsequently  ratified and confirmed by a majority of the Board of
Directors.  The vote of a Director  who would  receive  the loan,  guarantee  or
assistance from the corporation shall not be included in the majority  necessary
for ratification.


         SECTION 4.6.  Acquisitions.  The  acquisition of property,  rights,  or
privileges by the  corporation  for which the total  consideration,  in whatever
form,  exceeds an amount equal to 10% of the corporation's  total  shareholders'
equity,  shall  require  the  authorization  of the  Board of  Directors.  Total
shareholders'  equity shall be determined  from the  corporation's  consolidated
balance sheet from the corporation's most recent certified financial statement.

         SECTION  4.7.  Office of the Chief  Executive.  The Office of the Chief
Executive  shall  consist  of not less  than  three  (3) nor more  than five (5)
members,  as shall be  determined  from time to time by the Board of  Directors;
provided,  however,  that the members of the Office of the Chief Executive shall
only consist of the Senior Chairman of the Board, the Chairman of the Board, the
President,  the  President-International  Division,  if any,  and the  President
Americas  Division,  if any. Each member of the Office shall report  directly to
the Board of Directors.  The decision of a majority of the members of the Office
of the Chief  Executive  shall  constitute the decision of the Office.  When the
Senior Chairman of the Board is no longer serving on the Board of Directors, the
position of Senior Chairman of the Board shall be eliminated.

         Any member of the Office who dissents from a decision  approved or made
by the majority of its members  shall have the right,  by acting  forthwith,  to
call a special  meeting  of the entire  Board of  Directors  for the  purpose of
reviewing said  decision,  in which event any such decision by the Office of the
Chief  Executive  shall not become  effective until reviewed and approved by the
Board.






<PAGE>



                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFERS


         SECTION 5.1.   Certificates for Shares.  Certificates representing
shares of the corporation shall be in such form as shall be determined by the
Board of Directors, in conformity with the laws of the State of New Jersey.


         SECTION 5.2.   Transfer of Shares.  Shares of the corporation shall be
transferable in accordance with the provisions of Chapter 8 of the Uniform
Commercial Code as adopted in New Jersey (N.J.S.A. ss.12A:8-101 et seq.) as
amended from time to time, and as provided in the New Jersey Business
Corporation Act.


         SECTION  5.3.  Lost,  Stolen or  Destroyed  Certificates.  The Board of
Directors  may  authorize  the  issuance  of a new  certificate  in place of any
certificate  theretofore  issued by the corporation,  alleged to have been lost,
stolen or  destroyed,  upon the making of an  affidavit  of such loss,  theft or
destruction by the owner thereof or their legal representative, and the Board of
Directors may, in its discretion,  require such owner or legal representative to
give the corporation a bond indemnifying the corporation and the transfer agents
and  registrars  against  all loss,  cost and  damage  which may arise  from the
issuance of a new certificate in place of the original certificate.


                                   ARTICLE VI

                          INDEMNIFICATION AND INSURANCE

         SECTION 6.1. Right to Indemnification. Each person who was or is made a
party or is  threatened  to be made a party to or is  involved  in any  pending,
threatened or completed civil,  criminal,  administrative or arbitrative action,
suit or proceeding,  or any appeal therein or any inquiry or investigation which
could lead to such action, suit or proceeding (a "proceeding"), by reason of his
or her being or  having  been a  Director,  Officer,  employee,  or agent of the
corporation or of any constituent  corporation  absorbed by the corporation in a
consolidation  or  merger,  or by reason  of his or her  being or having  been a
Director, Officer, trustee, employee or agent of any other corporation (domestic
or foreign) or of any partnership,  joint venture,  sole proprietorship,  trust,
employee benefit plan or other enterprise  (whether or not for profit),  serving
as  such  at  the  request  of  the  corporation  or  of  any  such  constituent
corporation, or the legal representative of any such Director, Officer, trustee,
employee or agent,  shall be indemnified and held harmless by the corporation to
the fullest extent permitted by the New Jersey Business  Corporation Act, as the
same exists or may hereafter be amended, from and against any and all reasonable
costs,  disbursements  and  attorneys'  fees,  and any and all  amounts  paid or
incurred  in  satisfaction  of  settlements,  judgments,  fines  and  penalties,
incurred  or  suffered  in  connection  with  any  such  proceeding,   and  such
indemnification  shall  continue as to a person who has ceased to be a Director,
Officer, trustee, employee or agent and shall inure to the benefit of his or her
heirs, executors, administrators and assigns. The right


<PAGE>



to indemnification  conferred in this Section 6.l. shall be a contract right and
shall include the right to be paid by the corporation  the expenses  incurred in
connection  with any  proceeding  in  advance of the final  disposition  of such
proceeding as authorized by the Board of Directors;  provided, however, that, if
the New  Jersey  Business  Corporation  Act so  requires,  the  payment  of such
expenses in advance of the final  disposition of a proceeding shall be made only
upon  receipt  by the  corporation  of an  undertaking,  by or on behalf of such
Director, Officer, employee, or agent to repay all amounts so advanced unless it
shall  ultimately be determined  that such person is entitled to be  indemnified
under this Section 6.1. or otherwise.

         SECTION 6.2.  Right of Claimant to Bring Suit. If a claim under Section
6.1. of these Bylaws is not paid in full by the  corporation  within thirty (30)
days after a written request has been received by the corporation,  the claimant
may at any time thereafter apply to a court for an award of  indemnification  by
the  corporation  for the unpaid  amount of the claim and, if  successful on the
merits or otherwise in connection with any proceeding,  or in the defense of any
claim,  issue or matter therein,  the claimant shall be entitled also to be paid
by the corporation any and all expenses  incurred or suffered in connection with
such proceeding.  It shall be a defense to any such action (other than an action
brought  to  enforce  a claim  for  the  advancement  of  expenses  incurred  in
connection with any proceeding where the required undertaking,  if any, has been
tendered  to the  corporation)  that the  claimant  has not met the  standard of
conduct which makes it permissible under the New Jersey Business Corporation Act
for the  corporation to indemnify the claimant for the amount  claimed,  and the
burden of proving such defense shall be on the corporation.  Neither the failure
of the corporation (including its Board of Directors,  independent legal counsel
or its  shareholders) to have made a determination  prior to the commencement of
such  proceeding  that   indemnification  of  the  claimant  is  proper  in  the
circumstances  because he or she has met the applicable  standard of conduct set
forth in the New Jersey Business Corporation Act, nor an actual determination by
the corporation (including its Board of Directors,  independent legal counsel or
its  shareholders)  that the  claimant has not met such  applicable  standard of
conduct, nor the termination of any proceeding by judgment,  order,  settlement,
conviction  or upon a plea of  nolo  contendere  or its  equivalent  shall  be a
defense to the action or create a presumption  that the claimant has not met the
applicable standard of conduct.

         SECTION 6.3.  Non-Exclusivity  of Rights.  The right to indemnification
and advancement of expenses  provided by or granted  pursuant to this Article VI
shall not exclude or be exclusive of any other rights to which any person may be
entitled  under  a  Certificate  of  Incorporation,  Bylaw,  agreement,  vote of
shareholders or otherwise,  provided that no indemnification shall be made to or
on behalf of such person if a judgment or other  final  adjudication  adverse to
such person establishes that such person has not met the applicable  standard of
conduct required to be met under the New Jersey Business Corporation Act.

         SECTION  6.4.  Insurance.  The  corporation  may  purchase and maintain
insurance  on  behalf  of  any  Director,  Officer,  employee  or  agent  of the
corporation or another corporation,  partnership, joint venture, trust, employee
benefit plan or other enterprise against any expenses incurred in any proceeding
and any liabilities asserted against him or her by reason of such person's being
or having been such a Director,  Officer,  employee or agent, whether or not the
corporation  would have the power to indemnify such person against such expenses
and liabilities under the provisions of this Article VI or otherwise.


                                   ARTICLE VII




<PAGE>


                                  MISCELLANEOUS


         SECTION 7.1.    Fiscal Year.  The fiscal year of the corporation shall
be the year beginning April 1st and ending March 31st, unless the Board of
Directors shall otherwise direct.

         SECTION 7.2.  Corporate  Seal. The  corporation  shall have a corporate
seal which shall be in such form as the Board of  Directors  may  determine.  In
lieu of the  corporate  seal,  when so authorized by the Board of Directors or a
duly empowered  committee  thereof,  a facsimile of the seal may be impressed or
affixed or reproduced.

         SECTION 7.3.   Amendments. The provisions of Sections 2.6., 3.2., 3.8.,
3.10. (last sentence only), 4.1., 4.2. and 7.3. of these Bylaws may be altered
or repealed only by the holders of two-thirds (2/3) of the outstanding shares
entitled to vote on the subject matter.  Subject to the foregoing sentence, the
Board of Directors shall have the power to alter or repeal the Bylaws of the
corporation or adopt new Bylaws.

         SECTION 7.4. Notices. In computing the period of time for the giving of
any notice required or permitted for any purpose, the day on which the notice is
given  shall be  excluded  and the day on which the  matter  noticed is to occur
shall be included.  If notice is given by mail or telegram,  the notice shall be
deemed to be given when deposited in the mail or telegram  office,  addressed to
the person to whom it is  directed  at their  last  address as it appears on the
records of the corporation,  with postage or charges prepaid thereon,  provided,
however,  such  notice  must  be  given  by  telegram,  personal  service  or by
personally  advising  the person  orally  when,  as may be  authorized  by these
Bylaws, less than three (3) days' notice is given. Notice to a shareholder shall
be  addressed  to the  address  of such  shareholder  as it appears on the stock
transfer records of the corporation.





<PAGE>


                                 Exhibit 10(g)
                                                                       [date]



[name]
c/o Block Drug Company, Inc.
257 Cornelison Avenue
Jersey City, NJ 07302

                  RE:      Option Award Letter

Dear [name]:

         On May 27, 1998,  the Executive  Committee of the Board of Directors of
Block Drug Company,  Inc. (the  "Company")  and the voting  shareholders  of the
Company  authorized  and  approved  the Stock  Option Plan of the  Company  (the
"Plan").  The Plan provides for the grant of options to certain key employees of
the  Company  and its  subsidiaries.  A copy of the  Plan  was  attached  to the
Prospectus  dated  June 3, 1998 that was given to you and shall be deemed a part
of this  agreement as if fully set forth  herein.  Unless the context  otherwise
requires,  all terms  defined in the Plan shall have the same  meaning when used
herein.

         As you have  irrevocably  elected to cash-in  your  Special  Stock Unit
Award  dated  [date of  original  award] and to receive  all future  replacement
awards  stemming  from  that[date of original  award] Award in the form of Stock
Options,  the Company  hereby grants to you, as a matter of separate  inducement
and not in lieu of any  salary  or other  compensation  for your  services,  the
option (the "Option") to purchase,  in accordance  with the terms and conditions
set forth in the Plan, an aggregate  of[# of shares] shares of Common Stock at a
price of [$exercise  price] per share,  such option price being, in the judgment
of the  Committee,  not less than one hundred  percent (100%) of the fair market
value  of such  share at the  date  hereof.  Subject  to the  modifications  and
limitations   provided  in  the  Plan,  because  this  particular  Option  is  a
replacement  award,  upon the exercise or  expiration  of this  Option,  and any
subsequent  replacement  Option, you will receive a new replacement Option based
on the original  dollar value of the[date of original  award] Special Stock Unit
Award. That amount is [original award dollar value].

         The Option is not intended to qualify as an  "incentive  stock  option"
within the meaning of Section 422 of the United States Internal  Revenue Code of
1986, as amended.



<PAGE>


         Subject to the modifications and limitations provided in the Plan, this
Option  may be  exercised  by you  during  the  period  commencing  on the third
anniversary of the date of grant of this Option and  terminating at the close of
business on [10 years from date of letter],  after which the unexercised portion
of the Option  granted herein will  automatically  terminate and become null and
void.  In the event  your  employment  with the  Company  or any  subsidiary  is
terminated prior to the close of business on [3 years from date of letter], this
Option shall only be exercisable  thereafter to the extent provided in the Plan,
and shall otherwise terminate and become null and void.

         In no event shall you exercise this Option for a fraction of a share or
for less than five  hundred  (500)  shares  (unless the number  purchased is the
total balance for which the Option is then exercisable).

         This Option is not  transferable  by you otherwise  than by will or the
laws of descent and distribution, and is exercisable, during your lifetime, only
by you  (or  by  your  legal  representative  appointed  in the  event  of  your
Disability). This Option may not be assigned, transferred (except by will or the
laws of descent and distribution), pledged or hypothecated in any way, except to
the extent necessary to comply with any cashless exercise procedure  coordinated
by the Company  with one or more  brokerage  firms.  Any  attempted  assignment,
transfer, pledge,  hypothecation or other disposition of this Option contrary to
the provisions hereof, and the levy of any attachment or similar proceeding upon
the Option, shall be null and void and without effect.

         During your  lifetime,  you may not transfer your Option.  In the event
you die holding an unexercised  Option which has not expired,  the Option, as an
asset of your estate, may be exercised by your legal representative on behalf of
your estate upon presentation of such representative of letters  testamentary or
equivalent proof  (satisfactory to the Committee) of the right of such person to
exercise such Option.  You should consult your tax and estate planning  advisors
as to how the Option should be handled in your estate.

         Any exercise of this Option shall be substantially in the form attached
hereto.  Please note that the attached form provides that the purchase price may
also be paid on your behalf pursuant to a "cashless  exercise"  arrangement that
has been  established by the Company with Merrill Lynch Private Client Services.
The  Company  reserves  the right to limit or modify the  methods of exercise to
facilitate Plan administration.

         As provided in the Plan,  the Company may withhold  from sums due or to
become due to you from the Company an amount necessary to satisfy its obligation
to withhold  taxes  incurred by reason of the issuance or  disposition of shares
pursuant to this  Option,  or may require you to  reimburse  the Company in such
amount.  The Company may hold the stock  certificate  to which you are  entitled
upon the exercise of this Option as security for the payment of withholding  tax
liability, until cash sufficient to pay such liability has been accumulated.

         This  agreement is subject to all terms,  conditions,  limitations  and
restrictions  contained in the Plan,  which shall be controlling in the event of
any conflicting or inconsistent provisions.

         You  acknowledge  that you are  receiving  the grant of a stock  option
under the  Company's  Stock  Option  Plan and have  received  and  understood  a
description of this Plan. You further


<PAGE>




understand  that the Company has reserved  the right to amend or  terminate  the
Plan at any time and that the grant of an option in one year or at one time does
not in any way obligate the Company to make a grant in any future year or in any
given  amount.  You also  acknowledge  and  understand  that the grant is wholly
discretionary  in  nature  and is not to be  considered  part of your  normal or
expected compensation subject to severance,  resignation,  redundancy or similar
pay.

         Please indicate your acceptance of all the terms and conditions of this
Option and the Plan by signing and  returning  a copy of this  letter  within 30
days.

                                                     Very truly yours,

                                                     BLOCK DRUG COMPANY, INC.


                                                     By:
                                                            Thomas Block
                                                             President


                                                 By:____________________________
                                                            John E. Peters
                                                  Senior Vice President, General
                                                         Counsel & Secretary

ACCEPTED:

-----------------------------
Signature of Employee

-----------------------------
Name of Employee-Please Print

Date:________________________


<PAGE>
                                 Exhibit 10(h)

                             SPECIAL STOCK UNIT PLAN
                            AS AMENDED, APRIL 1, 1999

                            BLOCK DRUG COMPANY, INC.
                       (U.S. and International Employees)

A.       PURPOSES:
         The Plan is intended to provide  greater  motivation  and incentive for
those eligible  employees of the Company and its Subsidiaries who are making and
can continue to make  significant  contributions to the success of the business,
to attract and to retain employees of outstanding  caliber and competence and to
enhance the identity of interests  between the  stockholders  of the Company and
the employees who are Participants in the Plan.
         In furtherance  of the foregoing it is the express  purpose of the Plan
         to provide Participants with: Retirement income; Deferred compensation;
         Supplemental  income; and To have all payments from the Plan considered
         qualified retirement benefits as set forth in paragraph
              5 of Section L of this Plan.

B.       DEFINITIONS:
         1. As used in this Plan,  the  following  terms shall have the meanings
set forth below:
         (a) "Award Date" shall mean the date on which an award,  or replacement
award, of one or more Special Stock Units is made to a Participant.
         (b) "Base  Period  Earnings  Per  Share"  shall mean four (4) times the
average  of the  Quarterly  Earnings  Per Share of the twelve  (12)  consecutive
completed  Calendar Quarters next preceding the Award Date:  PROVIDED,  HOWEVER,
that if the sum of the Quarterly  Earnings Per Share of any four (4) consecutive
Calendar  Quarters  [within such period of three (3) years] is less than the sum
of the  Quarterly  Earnings  Per  Share of the  immediately  preceding  four (4)
consecutive  Calendar  Quarters,  there shall be  substituted,  for each of such
succeeding four (4) Calendar  Quarters,  the net earnings per share fixed by the
Committee.
         (c) "Base  Period Value Per Unit" shall mean an amount equal to fifteen
(15) times the Base Period Earnings Per Share multiplied by two (2).
         (d) "Calendar Quarter" shall mean the quarter-annual  periods ending on
June 30, September 30, December 31 and March 31.
         (e)  "Committee"  shall  mean  the  committee  having  control  of  the
administration of the Plan as provided for in Section C of this Plan.



<PAGE>

         (f) "Common  Stock" shall mean the Class A Common Stock of the Company,
or any class of common stock of the Company  issued in exchange or  substitution
therefor.
         (g)  "Company"  shall mean Block Drug  Company,  Inc., or any successor
thereto.
         (h)  "Disability"  and  "Disabled"  shall have the meaning  given those
terms in the Block Drug Retirement Plan, as amended from time to time.
         (i) "Deferred  Compensation  Amount" shall mean the amount payable to a
Participant,  Participant's  designated  beneficiaries or  Participant's  estate
which shall be determined in the manner provided for in Section G of this Plan.
         (j) "Election"  shall mean Participant's required irrevocable decision,
within sixty (60) days after an Award Date,  as evidenced by a form  provided by
the  Company  and  signed by  Participant,  to receive  payment of the  Deferred
Compensation  Amount when the Special  Stock Units  become fully  vested,  or to
defer payment to any subsequent  year after the Special Stock Units become fully
vested,  but  subject  to the  provisions  of  Section  H  paragraph  1 and  the
restrictions in Section H paragraph 2. If Participant  decides to defer payment,
Participant shall have the choice of designating whether payment of the Deferred
Compensation  Amount  shall be made on February 15, or August 15, in the year in
which Participant  elects to receive payment ("the Elected Payment Day").  Thus,
the  Termination  Earnings Per Share Date will be either the 31st of December or
the  30th  of  June  of  that  year  whichever  immediately  precedes  the  date
Participant elected to receive payment.
         (k) "Hardship"  shall mean an extreme  financial  emergency or need for
which funds are not reasonably available from other sources. These needs include
extraordinary  medical expenses not covered by insurance,  purchase of a primary
residence,  burdensome family  educational  expenses or any other  extraordinary
financial need.
         (l)  "Interest"  shall mean the annual  rate of  interest  equal to the
prime rate of interest as published in the Wall Street  Journal on the day which
necessitates payment is to be made, minus the percentage obtained by multiplying
said  prime  rate  by the  percentage  amount  of the  maximum  Federal  and the
effective New Jersey corporate  income tax rates  applicable to the Company.  In
its sole and nonreviewable discretion, the Committee shall determine whether and
to what extent, if any, adjustments should be made to the rate of interest to be
paid, if there are fluctuations in the tax rates applicable to the Company.
         (m) "International Participant" shall mean a Participant whose domicile
         is other than the United States.  (n) "Normal  Retirement  Date"  shall
         mean the first day of the month coincident with or next following
a  Participant's  sixty-fifth  (65th)  birthday;  PROVIDED,  HOWEVER,  that  the
Committee, in its sole and nonreviewable  discretion,  and upon such criteria as
the Committee may consider appropriate, may treat the date of the Termination of
Employment of any living, nondisabled Participant over the age of sixty-two (62)
years as his Normal Retirement Date, in



<PAGE>


which event such Participant's Termination of Employment shall be deemed to have
occurred  by  reason  of  Participant's   retirement  on  Participant's   Normal
Retirement Date for all purposes hereunder.
         (o) "Participant" shall mean an employee of the Company or a Subsidiary
to whom one or more Special Stock Units are awarded under this Plan.
         (p)  "Participant's  Account" shall mean the record  established by the
Company for each  Participant  showing the number of Special Stock Units awarded
to Participant by the Committee from time to time, and the Base Period Value Per
Unit and Award Date of each such Special Stock Unit.
         (q) "Plan" shall mean the Special  Stock Unit Plan of the  Company,  as
described herein, or as amended from time to time.
         (r) "Quarterly  Earnings Per Share" shall mean the Calendar Quarter net
earnings per share of Common Stock reported by the Company to the Securities and
Exchange  Commission,  as  adjusted,  by the  Committee,  or as  restated by the
Company, if the Committee, in its sole and nonreviewable discretion,  shall deem
it appropriate, by, but not limited to:
         (i) Eliminating or restating any one or more items of income,  expense,
gain or loss, of whatever nature, and/or:
         (ii)  Restating net earnings per share to reflect a material  reduction
or  increase  in the number of  outstanding  shares of the  common  stock of the
Company, of whatever class, and/or:
          (iii)  Limiting  the  Quarterly  Earnings  Per Share for any  Calendar
Quarter to an amount  equal to one  hundred and  fifteen  percent  (115%) of the
Quarterly  Earnings  Per  Share  of  the  comparable  Calendar  Quarter  in  the
immediately  preceding  Calendar Year, after adjusting the earnings of each such
prior year's quarter by the increase in the  cost-of-living  for the twelve (12)
month  period  succeeding  such  prior  year's  quarter.   Such   cost-of-living
adjustment  shall be based upon the Consumer Price Index for All Urban Consumers
published by the U.S.  Department  of Labor,  Bureau of Labor  Statistics or its
equivalent.
         In the event that the net  earnings  per share of any one or more prior
Calendar Quarters shall be adjusted,  as provided for herein, the Committee,  in
its sole and  nonreviewable  discretion,  shall  determine  whether  and to what
extent,  if any,  such  prior  period  adjustments  should be  reflected  in the
computation of Base Period  Earnings Per Share and/or  Termination  Earnings Per
Share  and  whether  the  number  of  Special  Stock  Units   credited  to  each
Participant's Account should be adjusted.
         (s) "Special Stock Unit" shall mean the equivalent of two (2) shares of
the Common Stock having a value equal to its Base Period Value Per Unit.
         (t)  "Special  Stock  Units  Awarded"  shall mean the number of Special
Stock Units  originally  awarded and adjusted to reflect stock dividends paid on
the Common Stock or as otherwise adjusted by the Committee.



<PAGE>


         (u) "Stock  Option"  or  "Option"  shall mean any option to  purchase a
share or shares of the Company's  Class A Common Stock,  or any class of Company
common stock issued in exchange or substitution  thereof,  pursuant to the Stock
Option Plan.
         (v)  "Stock  Option  Plan"  shall  mean the  Stock  Option  Plan of the
Company, as amended from time to time.
         (w)  "Subsidiary"  shall mean any  corporation of which more than fifty
percent (50%) of the total combined  voting stock,  of all classes,  is owned by
the Company  and/or  another  corporation or entity which directly or indirectly
controls, is controlled by, or is under control of the Company.
         (x)  "Termination  of  Employment"  shall  mean  the  cessation  of any
Participant's  employment with the Company and any and all  Subsidiaries for any
reason, including death or disability.
         (y)  "Termination  Date"  shall  mean  the  first  to  occur of (a) the
Participant's  Normal  Retirement  Date,  or  (b)  the  effective  date  of  the
Termination  of  Employment  of a  Participant  from the Company and any and all
Subsidiaries, irrespective of the cause or reason for such termination.
         (z)  "Termination  Earnings  Per  Share"  shall mean four (4) times the
average  of  the  highest  Quarterly  Earnings  Per  Share  of any  twelve  (12)
consecutive  Calendar  Quarters starting with the first Calendar Quarter used to
compute the  Participant's  Base Period  Earnings  Per Share and ending with the
last completed Calendar Quarter on or before the date Participant is entitled to
receive payment.
         (aa) "Termination Value Per Unit" shall mean an amount equal to fifteen
(15) times the Termination Earnings Per Share multiplied by two (2).

C.       ADMINISTRATION:
         1. The Board of Directors of the Company  shall  appoint a Committee of
two (2) or more  individuals,  who shall  serve at the  pleasure of the Board of
Directors,  to administer the Plan. The Committee shall elect one of the members
thereof to serve as  Chairman  at the  pleasure  of the  Committee.  No award of
Special  Stock  Units  shall  be  made  to an  employee  of the  Company  or any
Subsidiary  while  and so  long  as  that  employee  shall  be a  member  of the
Committee.
         2. The  Committee,  among other things,  shall  determine,  in its sole
discretion, subject to the provisions of this Plan:
         (a) The  employees  of the Company  and/or its  Subsidiaries  who shall
participate  in this Plan from time to time;  (b) The time or times when Special
Stock Units shall be awarded to any and all Participants; and




<PAGE>


         (c)      The number of Special Stock Units which shall be awarded to
each and every Participant.
         3. The Committee shall construe and interpret the meaning and
application of all provisions of this Plan,  and all such  constrictions  and
interpretations  shall be  binding  and conclusive on all persons having any
interest therein.
         4. The Committee shall hold meetings upon such notice, at such place or
places,  and at such time or times as the members shall  determine  from time to
time. The Committee may delegate  ministerial duties to one or more employees of
the Company or its  Subsidiaries,  and may authorize one or more of their number
as an agent to execute or deliver any  instrument  or make any payment on behalf
of the  Committee,  and may employ or engage such  persons as may be  reasonably
required or desirable in carrying out the provisions of this Plan.
         5. A majority  of the  members of the  Committee  at the time in office
shall  constitute a quorum for the  transaction of business.  All resolutions or
other actions  taken by the Committee  shall be by the vote of a majority of the
Committee,  but  resolutions  may be  adopted  or  other  actions  taken  by the
Committee without a meeting upon the written consent signed by a majority of the
members of the Committee.
         6. No  member of the  Committee  shall  receive  any  compensation  for
services  rendered as such,  nor shall such member be liable for any act done or
omitted or determination made in good faith.
         7. The  Company  shall  bear all costs  and  expenses  incident  to the
administration of the Plan.

D.       ELIGIBILITY:
         1. Any  employee  of the  Company  or its  Subsidiaries,  including  an
employee who also may be an officer or director of the Company or any Subsidiary
(excepting  only any employee who is a member of the Committee while and so long
as such  employee  is a member)  shall be eligible to receive an award of one or
more Special Stock Units.

E.       AWARD OF SPECIAL STOCK UNITS:
         1. The  Committee,  from time to time,  may  award one or more  Special
Stock  Units to a  Participant.  Each such award shall be made as of a month and
day designated by the Committee.
         2. All Special Stock Units  awarded to a Participant  shall be credited
to Participant's  Account as of the Award Date. Within sixty (60) days following
such credit,  the  Committee  shall issue a  non-negotiable  certificate  to the
Participant  setting  forth  the  number  of  Special  Stock  Units  awarded  to
Participant,  the Base Period  Value Per Unit and the Award Date of each of such
Special Stock Units.




<PAGE>


         3.  The  aggregate  number  of  Special  Stock  Units  credited  to all
Participants at any one time shall not exceed two and one-half percent (2.5%) of
the total number of the then  outstanding  shares of all classes of common stock
of the Company. In computing such aggregate number of Special Stock Units, there
shall not be included  Special Stock Units  awarded to any and all  Participants
whose  Termination  of Employment  has occurred but,  pursuant to paragraph 5 of
Section H of this Plan, the Deferred Compensation Amount has not yet been paid.
         4. The Committee at any time and from time to time, with the consent of
a Participant,  may cancel all or any number of Special Stock Units  theretofore
awarded to  Participant  and make an award of one or more Special Stock Units in
lieu thereof.

F.       VESTING:
         1.  Except as  otherwise  provided  in  paragraphs  2 of this  Section,
one-twentieth  (1/20) of the Special Stock Units  Awarded to a  Participant  and
credited to Participant's  Account,  as of a particular Award Date, shall become
vested at the end of such successive  period of three (3) full months  following
such Award Date,  provided  that during such period,  the  Participant  shall be
employed by the Company or a Subsidiary:  thus,  all Special Stock Units Awarded
to a  Participant  on any one Award Date shall  become fully vested on the fifth
(5th)  anniversary  of such  Award  Date,  provided  that on  such  fifth  (5th)
anniversary  Participant is employed by the Company or a Subsidiary and had been
so employed  continuously  during the period between the said Award Date and the
fifth (5th) anniversary thereof.
         2. In any case when there is termination of employment of a Participant
due to death or disability,  or if the  Participant's  Normal Retirement Date is
reached,  (i) all Special  Stock Units in  Participant's  Account shall be fully
vested on the date of the occurrence of such event,  irrespective  of the length
of the period  between the Award Date of any or all Special  Stock Units and the
date of such  termination  of  employment,  or  Normal  Retirement  Date (ii) no
additional Special Stock Units shall be awarded to Participant,  (iii) the value
of said Special Stock Units in Participant's  Account will no longer  appreciate
and (iv) the Deferred  Compensation  Amount will be paid in accordance  with the
provisions of paragraph 5 of Section H of the Plan.

G.       DETERMINATION OF DEFERRED COMPENSATION AMOUNT:
         1. When  Participant's  Termination Date is reached,  then, solely with
respect  to  that  number  of  Special  Stock  Units  Awarded  and  credited  to
Participant's  Account which are vested on the  Termination  Date (in accordance
with the  provisions  of Section F of this Plan) or when payments are to be made
in  accordance  with  Section H of this plan,  Participant  shall be entitled to
receive as the Deferred Compensation Amount the excess, if any, of:





<PAGE>



         (a) The Termination  Value Per Unit of the aggregate  number of Special
Stock Units Awarded which are vested:
                  OVER
         (b) The  aggregate  Base Period  Value Per Unit of such vested  Special
Stock Units awarded:  PROVIDED,  HOWEVER, in computing the Deferred Compensation
Amount,  there shall not be taken into account any one Award where the aggregate
Base  Period  Value  Per Unit  exceeds  the  Termination  Value  Per Unit of the
aggregate number of Special Stock Units Awarded.

H.       PAYMENT OF DEFERRED COMPENSATION AMOUNT:
         1.  Subject  to  the   provisions  of  paragraph  2  of  this  Section,
Participants  who have not made an Election to defer  payment of their  Deferred
Compensation  Amount  shall  be paid the  Deferred  Compensation  Amount  on the
thirtieth  (30th) day  following the date on which  Participant's  Special Stock
Units  become  fully  vested in  accordance  with the  provisions  of this Plan.
Participants  who have made an  Election  to defer  payment  shall be paid their
Deferred Compensation Amount on the Elected Payment Day. Participants  receiving
payment  under the  provisions  of this  paragraph,  shall  receive  replacement
awards, at Participant's option, either in Special Stock Units or Stock Options,
as provided in paragraph 5 of this Section.
         2. Regardless of when vesting occurs,  payments will not be made during
the  period  commencing  with   Participant's  60th  birthday  and  ending  with
Participant's  Normal  Retirement  Date,  except  when there is  Termination  of
Employment.
         3. In the case of Hardship,  any  Participant may request the Committee
for payment of Participant's Deferred Compensation Amount with respect to any or
all of those Special  Stock Units  credited to  Participant's  Account which are
fully  vested  as of the  date of such  request.  Such  request  must be made in
writing at least thirty (30) days prior to the proposed date of payment.  If the
Committee,  in the  exercise  of its sole and  nonreviewable  discretion,  shall
consent to the request for such payment,  then the Deferred  Compensation Amount
to which the  Participant  is entitled with respect to such fully vested Special
Stock  Units  shall be  determined  and then paid on the  thirtieth  (30th)  day
following the date of the request,  with a replacement award to be issued in the
manner provided in paragraph 4 of this Section.
         4. When a Participant is paid a Deferred Compensation Amount (i) due to
Participant's  Normal  Retirement  Date  having  been  reached,  or (ii)  due to
Participant's Termination of Employment no replacement award shall be issued.
         5. When  Special  Stock  Unit  Awards  are  scheduled  to be  replaced,
Participants  will have an irrevocable  option to elect whether that replacement
award will be in Special Stock Units or be in Stock  Options.  Regardless of the
choice,  the replacement value will be equal to the dollar value of the original
award which is being replaced.





<PAGE>



         If  Participant  elects to replace  the  Special  Stock Unit award with
Stock Options,  all future  replacement awards attributed to that original award
will be in the form of Stock Options.  As other Special Stock Unit awards become
fully vested,  the  Participant  will be given the option to elect whether those
awards  will be  replaced  with  Special  Stock  Units  or Stock  Options.  Once
Participant  elects  Stock  Options  as a  replacement  that  is an  irrevocable
decision  with respect only to that Award and any  replacement  awards  stemming
from it.
         Except  as set forth in  paragraph  4 of this  Section,  when the Stock
Option  replacement  award is exercised or expires,  a Stock Option  replacement
award will be issued  with a dollar  value equal to that of the  original  award
which is being replaced.
         The Participant  will be notified at least sixty (60) days prior to the
date  scheduled for the issuance of a  replacement  award and within thirty (30)
days of such notice  Participant  must then elect whether the replacement  award
will be in the form of Special Stock Units or Stock Options.
         6. Upon  Participant's  tender  of the  certificate(s)  covering  those
Special  Stock Units for which  payment is made the Special  Stock Units will be
cancelled  and a new award,  equal to the original  dollar value of the award(s)
being cancelled, will be issued. The Award Date of the replacement Special Stock
Units will be that date which is thirty  (30) days prior to the date  payment is
due. The  replacement  Special Stock Units will fully vest in five (5) years and
will  not  take  the  place  of  normally  scheduled  awards.  The  issuance  of
replacement   Special  Stock  Units  shall  be  contingent  upon   Participant's
employment by the Company or any Subsidiary on the date payment is made.
         7.  Subject  to the  restrictions  set  forth  in  paragraph  2 of this
Section,  International Participants are permitted to request the Company to pay
the fully vested amount of the awards and to receive replacement units either in
the form of Stock  Options or  Special  Stock  Units.  Such  request  must be in
writing at least thirty (30) days prior to the proposed date of payment.  If the
Company, in the exercise of its sole and nonreviewable discretion, shall consent
to the request for such  payment,  then the fully vested amount will be paid and
replacement awards will be issued in accordance with the Plan.
          8. When there is Termination of Employment of a Participant, or if the
Participant's  Normal  Retirement  Date is reached,  the  Deferred  Compensation
Amount shall be paid within one (1) year from the date the event occurs.  In the
event the  termination  of employment  of a  Participant  shall be occasioned by
Participant's  death or disability,  the Deferred  Compensation  Amount shall be
paid, in the case of a disabled Participant, to the Participant, or otherwise as
Participant  may in  writing  direct,  or  else to a duly  appointed  committee,
guardian or conservator,  if any, or in the case of a deceased  Participant,  to
the beneficiary or beneficiaries most recently  designated by the Participant in
a writing filed with the Committee, or if no such



<PAGE>



designation shall have been made, or if all designated  beneficiaries  shall die
before all payments have been made, then any remaining payments shall be made to
the Participant's estate.
         9. In all instances when the Deferred  Compensation  Amount is not paid
on the thirtieth  (30th) day  succeeding the event which  necessitates  payments
being made,  Interest on the unpaid  amount shall accrue as of the  thirty-first
(31st) day after the event until the Deferred Compensation Amount is paid.

I.       ADJUSTMENT OF SPECIAL STOCK UNITS:
         1. If there shall be a material  change in the  character  or number of
the  outstanding  shares of the Common  Stock by reason of any  split-up,  stock
dividend, combination, recapitalization, merger, consolidation or any redemption
or exchange of shares, or otherwise, the Committee shall make adjustments to (a)
the Base  Period  Value Per Unit of each of the Special  Stock Units  previously
awarded,  or (b) the number of Special Stock Units credited to each  Participant
Account,  or both,  as is  necessary  to assure that they will  reflect the same
proportionate  value to the  Participant  after  any such  corporate  action  as
before.

J.       NON-ALIENATION OF BENEFITS:
         1. A Participant's rights, interests and benefits under this Plan shall
not be subject to assignment, transfer, pledge, encumbrance or charge, excepting
only that in the case of a Participant's death,  Participant's rights, interests
and benefits may pass to Participant's  beneficiaries or Participant's estate as
provided for in paragraph 5 of Section H of this Plan.

K.       AMENDMENT AND TERMINATION:
         1. The Board of Directors of the Company  shall have the right to amend
this Plan in any respect from time to time, or to terminate it at any time.
         2. Neither any amendment nor the  termination  of the Plan shall affect
the right of a Participant  solely to receive the net increment  with respect to
those Special Stock Units credited to Participant's  Account which are vested on
the date of such amendment or termination.

L.       ADDITIONAL PROVISIONS:
         1.  Participant's  decision to defer,  or not to defer,  payment of the
Deferred  Compensation  Amount  may  result in  important  tax  consequences  to
Participant.  Participant  should consult with an attorney or financial  advisor
before making this decision.





<PAGE>


         2. The Company and its Subsidiaries shall have the right to deduct from
Participant's wages and from payments of Deferred Compensation Amounts any taxes
or other  amounts  required by law to be withheld due to increases in the vested
amounts or due to the payment of the Deferred Compensation Amount.
          3. Neither the Company or its Subsidiaries has established,  nor shall
it be required to establish, any special or separate fund nor has the Company or
its Subsidiaries made any other segregation of assets to assure, or secure,  nor
does the Company or its  Subsidiaries  in any way  guarantee  the payment of any
Deferred Compensation Amount.
         4. No employee of the Company or its  Subsidiaries  or any other person
shall  have the  right to  become a  Participant  or have any  claim or right to
receive an award of Special Stock Units under this Plan.
         5. Neither the  existence  nor  provisions  of this Plan nor any action
taken hereunder shall be deemed to give any employee the right to be retained in
the employ or service of the Company or any  Subsidiary or to interfere with the
rights of the Company or any  Subsidiary  to discharge any employee at any time.
It is the Company's  intent to provide  retirement  income to Participant and to
have all payments  under the Plan be considered  qualified  retirement  benefits
under the law. By paying  Participant's  Deferred  Compensation Amounts prior to
Participant's  Termination of Employment,  the Company may lose certain  rights.
Therefore,  the Company may request the Participant sign a waiver  acknowledging
the intent of the Company and  Participant to consider any such payment(s) to be
part of Participant's qualified retirement benefit and the lack of such right by
the Participant to be retained by the Company.
         6. By action of their respective Boards of Directors,  Subsidiaries may
adopt this Plan for Participants who are employees of such Subsidiaries. In such
event,  such  Subsidiaries  shall  assume the payment  liability of the Deferred
Compensation Amount for their Participant employees.
         7. This Plan and all  requirements  thereunder  shall be  construed  in
accordance  with and  governed  by the laws of the State of New  Jersey,  United
States of America.

M.       EFFECTIVE DATE:
         1. The effective date of this Plan is May 25, 1976, as amended February
14, 1989, April 1, 1991, January 31, 1997, and as further amended April 1, 1999.




<PAGE>
                                  EXHIBIT 10(i)

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                                   JAMES BLOCK
                                       AND
                            BLOCK DRUG COMPANY, INC.


TheEmployment  Agreement  dated  September 1, 1984,  as amended  April 29, 1987,
   between James Block (hereinafter  called "Executive") and Block Drug Company,
   Inc. (hereinafter called "company"),  is hereby amended by deleting Paragraph
   1.(a) and substituting the following paragraph in lieu thereof.

           1.(a) The Company hereby employs  Executive  until April 30, 2007, or
           until such later date as Executive's  employment may be terminated in
           accordance with the provisions of subsection (b) of this Section.

   In all other respects, the provisions of the Agreement remain the same.

   IN WITNESS  WHEREOF,  the Company has caused this Amendment to be executed by
   its  duly  authorized  officers  and its  corporate  seal to be  affixed  and
   Executive has signed, sealed and delivered this Amendment as of this 29th day
   of April, 1997.

      ATTEST:
BLOCK DRUG COMPANY, INC.

________________________                         By:___________________________
  John E. Peters                                           Thomas Block
     Secretary                                              President




    WITNESS:
   By:__________________
         James Block



<PAGE>

                       AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                                   JAMES BLOCK
                                       AND
                            BLOCK DRUG COMPANY, INC.

TheEmployment   Agreement   dated   September   1,.1984   between   James  Block
   (hereinafter  called "Executive") and Block Drug Company,  Inc.  (hereinafter
   called  "Company"),  is hereby amended by deleting  Paragraph 1.(a) on page 2
   and substituting the following paragraph in lieu thereof.

               1.(a) The Company hereby employs  Executive until April 30, 1997,
               or  until  such  later  date  as  Executive's  employment  may be
               terminated in accordance with the provisions of subsection (b) of
               this Section.

   In all other respects, the provisions of the Agreement remain the same.

   IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
   its duly authorized  officers and its  corporate  seal to be affixed and
   Executive has signed,  sealed and  delivered  this  Amendment as of this 29th
   day of April, 1987.

    ATTEST:
BLOCK DRUG COMPANY, INC.


____________________                                 BY:____________________
                                                             James Block
                                                         Chairman of the Board


    WITNESS:

_____________________                                BY:_____________________
                                                             Thomas Block


<PAGE>

                              EMPLOYMENT AGREEMENT

      September  1,  1984 is the  effective  date of this  EMPLOYMENT  AGREEMENT
  between  BLOCK DRUG COMPANY,  INC., a  corporation  of the State of New Jersey
  (hereinafter called "Company"),  having its principal office at 257 Cornelison
  Avenue,  Jersey City, New Jersey 07302,  and JAMES BLOCK  (hereinafter  called
  "Executive") residing in the City, County and State of New York.

      WHEREAS, Executive has served as a major executive of the Company for many
  years and presently is serving as the President of the Company; and

      WHEREAS, the Company and Executive entered into an Employment Agreement
  dated January 1, 1981;
  and

      WHEREAS, the Company has determined that it would be in the best interests
  of the Company and its stockholders that the Company change certain provisions
  of the January 1, 1981 Employment Agreement and assure itself of the continued
  services of Executive and his specialized knowledge and unusual abilities with
  respect to the business and affairs of the Company; and

                              W I T N E S S E T H:

      WHEREAS,  Executive  is  willing to enter  into a new  Agreement  with the
  Company for his  exclusive  services as a management  executive on a full-time
  basis or as an employee performing special management services with respect to
  the business and affairs of the Company; and

      WHEREAS,  the Executive Committee of the Board of Directors of the Company
  has approved the terms and conditions  respecting the  Executive's  employment
  set forth  herein  and has  authorized  the  execution  and  delivery  of this
  Agreement.

      NOW,  THEREFORE,  in consideration  of the premises,  the mutual covenants
  hereinafter contained and other good and valuable  consideration,  the Company
  and Executive hereby agree as follows:

      1. (a) The Company  hereby employs  Executive  until December 31, 1990, or
  until  such  later  date  as  Executive's  employment  may  be  terminated  in
  accordance with the provisions of subsection (b) of this Section.

          (b)  Executive,  at any  time  that he is  serving  the  Company  as a
  management  executive  on a full time basis (i) may give the  Company  written
  notice,  effective as of the first date of the month  specified in such notice
  that  Executive  shall  thereafter  be employed as an executive of the Company
  rendering  advice  and  counsel  to the  senior  officers  and  the  Executive
  Committee of the Company and handling special assignments (herein such role is
  referred to as "a special management  executive");  or (ii) if his physical or
  mental  condition  shall  preclude his  performing  the duties of a management
  executive on a full time basis,  Executive shall thereafter serve as a special
  management  executive.  Executive shall be employed as such special management
  executive for a period of years, not in excess of twenty, equal to one-half of
  the number of full years that Executive was employed by the Company (including
  any predecessor) on a full time basis as a management executive,  or until the
  death of Executive,  if such death shall occur prior to the end of such period
  of years.

         2. When he is serving as a full time management executive:

          (a)  The  duties  required  of  Executive  shall  be  of a  management
  executive nature similar in type and character to those duties  heretofore and
  now being performed by him and shall include specifically domestic and foreign
  travel and  maintenance  of Company,  employee,  industry,  trade and customer
  relations, including


<PAGE>



  such    entertainment   in   accordance   with   Executive's    position   and
  responsibilities as may be appurtenant to the performance of such duties.

          (b) Executive will be permitted  vacation periods each year similar to
  those taken in the past and as are customary for executives holding a position
  of similar status and responsibility.

          (c) Executive  will devote his entire time and attention  during usual
  business  hours to the  business  of the  Company,  subject  to the  following
  exceptions:

              (i)  During  vacation  periods  and  periods  of  illness or other
incapacity.

              (ii) Executive  shall have the right to make and supervise his and
  his family's  personal  investments or to serve as: (A) an officer or director
  of any other company, corporation or business organization,  provided that the
  same is non-competitive  in any substantial  respect with the business engaged
  in by the Company;  (B) a fiduciary of an estate or a trust for the benefit of
  a member  of his or his  wife's  family  or a  friend;  or (C) an  officer  or
  director of, and/or to render services to, any civic, charitable, educational,
  eleemosynary or similar organizations of activity.

      3. When he is serving as a special management  executive,  Executive shall
  only be required to perform  such  duties as his health  permits.  Among other
  things,  Executive shall be available to serve,  if appointed,  as a member of
  the  Executive  Committee  of the  Company  and any  committees  administering
  incentive and  retirement  plans for  employees of the Company,  and to study,
  evaluate  and make  recommendations  with respect to the  Company's  marketing
  plans,  advertising campaigns,  and proposed acquisitions.  While Executive is
  employed  as a special  management  executive  he shall not be  required to be
  present at any office of the Company on a regular basis, and he shall have the
  right to  vacation  and to  travel as he sees fit so long as when he is absent
  from  the  Metropolitan  New  York,  New  Jersey  area,  he is  available  for
  consultation by telephone,  telegram, or cable and materials and documents can
  be sent to him for his review and consideration.

      4.  Executive  will be provided at all times,  whether he is employed on a
  full time basis or as a special management executive,  with suitable executive
  office space and secretarial services and staff assistance.

      5. Executive hereby accepts the employment  contemplated in this Agreement
  and  agrees to  perform  the  duties  required  of him  hereunder.  If elected
  thereto, Executive will serve as an officer or director of the Company without
  additional compensation,  except that in the event that any such company shall
  pay fees to the  management  members of its Board of  Directors or fees to any
  members of any committee of such directors of which Executive may be a member,
  then Executive shall be entitled to retain the same.

      6. (a)  Commencing  September 1, 1984 the Company will pay to Executive an
  annual salary of $213,671 (Two Hundred  Thirteen  Thousand Six Hundred Seventy
  One Dollars) in equal monthly  installments on the first day of each month. It
  is understood that the annual salary payable to Executive may be adjusted from
  time to time,  in the sole  discretion  of the Company;  provided,  that in no
  event will such annual  salary be less than  $164,792  (One Hundred Sixty Four
  Thousand  Seven Hundred Ninety Two Dollars)  [before  reflecting any "Economic
  Factor", as hereinafter  defined,  or cost-of-living  increase as provided for
  subsection (c) of this Section].

          (b) The annual  salary  payable to  Executive  for his  services  as a
  special management executive shall be one-quarter of the rate of annual salary
  payable to Executive for his services as a full time  management  executive as
  of the date that the nature of Executive's  employment  shall change from that
  of a full time


<PAGE>



  management executive to a special management executive.

          (c)  Commencing as of September 1, 1985, and continuing on September 1
  of each subsequent  year, there shall be examined the Consumer Price Index For
  All Urban Consumers (U.S. City Average) as published by the U.S. Department of
  Labor  (the  "Index").  It shall be  determined  if  there is an  increase  or
  decrease  in the Index as of July 1 of any year as  compared  to the Index for
  July 1984 (311.7).  Also commencing as of September 1, 1985, and continuing on
  September 1 of each subsequent year, the Company's  Economic Factor ("Factor")
  shall be determined.  The Factor is that percentage approved in writing by the
  Company's Office of the Chief Executive at its regularly scheduled meeting and
  which percentage governs salary increases for all domestic non-union employees
  of the  Company in effect as of  September  1.  Executive's  annual  salary on
  September 1, 1985 shall be increased by an amount  determined  by  multiplying
  the greater of (a) the Factor or (b) the percentage  increase in the Index, by
  the annual salary in effect on September 1, 1984. However,  thereafter,  as of
  September 1 of each ensuing  year,  using  Executive's  salary on September 1,
  1984 as the base, two (2) cumulative earnings totals, one from the application
  of the  percentage  increase  or  decrease  in the  Index  and  one  from  the
  application of each year's Factor to the annual salary shall be maintained and
  compared.  Executive's annual salary will be increased or decreased commencing
  September 1, 1986 and on each September 1st  thereafter,  so that  Executive's
  cumulative  salary  from  September  1, 1984 will be the higher of such amount
  resulting  from  the  cumulative  increase  or  decrease  in the  Index or the
  cumulative increase or decrease after the application of each year's Factor.

         7. Anything to the contrary hereinbefore stated notwithstanding, if the
  Company  continues or adopts any plan or plans of any sort or nature including
  but without  limiting the generality of the foregoing,  pension plans,  profit
  sharing plans, bonus plans, stock option plans or insurance plans by the terms
  of which Executive would be eligible to participate  therein,  then Executive,
  in whichever  capacity he is employed by the Company,  shall have the right to
  participate  therein  and shall be  entitled  to  receive  all  emoluments  or
  benefits as may be  provided  thereunder,  in  addition to all of  Executive's
  other rights and benefits hereunder.


           8. The Company  recognizes  that Executive has made and will make out
       of his own personal funds certain minor  expenditures  for  entertainment
       and  the  like   necessary   in  carrying   out  his  duties   hereunder.
       Notwithstanding this recognition by the Company of the necessity thereof,
       Executive  agrees  that  the  Company  will  not  reimburse  him for such
       expenditures made by him personally.

           9. On December  31,  1990,  if  Executive is then living and is still
       serving as a full time  management  executive,  he will,  in good  faith,
       first  negotiate for the  continuation  of his  employment by the Company
       before accepting employment elsewhere.

           10. (a) In the event of the death of  Executive at any time after the
       date of this Agreement, before, on or after December 31, 1990, whether or
       not  Executive  is employed by the Company in any capacity at the time of
       his death, the Company will pay the annual amount  determined as provided
       in  subsection  (b)  of  this  Section,  in  equal  monthly  installments
       commencing with the month immediately following that in which Executive's
       death shall have  occurred,  for the period of years computed as provided
       in subsection (c) of this Section, to Executive's wife, Barbara Block, if
       she shall survive  Executive,  and upon her death thereafter prior to the
       receipt of all  payments,  or in the event that  Barbara  Block shall not
       survive Executive,  such remaining payments or such payments, as the case
       may be, shall be made to the acting trustees of the trust for the primary
       benefit of  Executive's  issue  under an  Indenture  of Trust dated as of
       November 20, 1970, (or, if the said Trust shall have  terminated,  to the
       persons who shall have  succeeded  to the  principal  of such  trust,  in
       proportion to their respective  interests in such  principal).  Executive
       shall not have the right to change the payers provided for herein.

                (b) The annual  amount shall be equal to one-half of the average
        annual  salary of Executive  for those three years of his  employment by
        the Company in which  Executive  was paid the highest  amount of salary,
        not  including,  however,  in the  computation of such annual amount any
        increase in Executive's salary during those three highest salaried years
        other than an increase  attributable  to the  cost-of-living  adjustment
        provided in subsection (c) of Section 6.

                (c) The payments  provided for in subsection (a) of this Section
        shall continue for a period of years, not in excess of twenty,  equal to
        one-half  of the  number of full years  that  Executive  shall have been
        employed as a full time management  executive by the Company  (including
        any predecessor). For the purposes of this Agreement, it is acknowledged
        and  agreed  that  Executive's  employment  as a  full  time  management
        executive by the Company  commenced  on June 22, 1959 and has  continued
        uninterrupted to the date hereof.

    11. Executive agrees that, unless the Company shall consent thereto, he will
not at any time  during his  employment  by the Company  engage in any  activity
which shall be  substantially  competitive  with any business then carried on by
the Company. Executive shall be free, however, without such consent, to purchase
and deal in, as  investments  or  otherwise,  stocks or other  securities of any
corporation,  competitive  or  otherwise,  generally  traded  in by the  public:
provided that  Executive's  ownership of shares of stock of any such competitive
corporation  shall not exceed one per cent of the outstanding  shares of capital
stock.

    12. Wherever  referred to herein,  "Company" shall include all  corporations
more than fifty percent of the outstanding common stock of which is owned by


<PAGE>


the Company directly and/or through its subsidiaries.

    13. This  Agreement  shall  inure to the benefit of and be binding  upon the
successors  and  assigns of the Company  upon any  liquidation,  dissolution  or
winding-up of the Company,  or upon any sale of all or substantially  all of the
Company's  assets,  or upon any merger or  consolidation  of the Company with or
into any other  corporation,  all as though such  successors  and assigns of the
Company and their respective successors and assigns were the Company.

         14. This Agreement contains all of the covenants and agreements between
     the parties and all prior  understandings  and  agreements  relating to the
     subject matter herein as superseded and cancelled by this  Agreement.  This
     Agreement  shall not be altered,  modified,  varied or amended except by an
     agreement in writing of like dignity, executed by both parties hereto.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
     executed  by its duly  authorized  officers  and its  corporate  seal to be
     affixed and Executive has signed, sealed and delivered this Agreement as of
     the date first above written.

     ATTEST:
BLOCK DRUG COMPANY, INC.


BY:_____________________                                   ___________________
      John E. Peters                                          Leonard Block
         Secretary                                        Chairman of the Board


    WITNESS:


BY:_____________________
      James Block

<PAGE>
                                 Exhibit 10(j)

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                                  THOMAS BLOCK
                                       AND
                            BLOCK DRUG COMPANY, INC.



The Employment  Agreement dated May 1, 1987,  between Thomas Block  (hereinafter
called "Executive") and Block Drug Company, Inc. (hereinafter called "Company"),
is hereby amended by deleting  Paragraph 1. (a) and  substituting  the following
paragraph in lieu thereof.

     1.   (a) The Company  hereby  employs  Executive  until April 30, 2007,  or
          until such later date as  Executive's  employment may be terminated in
          accordance with the provisions of subsection (b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF,  the Company has caused this Amendment to be executed by its
duly authorized  officers and its corporate seal to be affixed and Executive has
signed, sealed and delivered this Amendment as of this 29th day of April, 1997.


ATTEST:                                           BLOCK DRUG COMPANY, INC.


_______________________                        By:_________________________
                                                          James Block
                                                    Chairman of the Board

WITNESS:

_______________________                        By:__________________________
                                                          Thomas Block



                              EMPLOYMENT AGREEMENT

May 1, 1987 is the effective  date of this  EMPLOYMENT  AGREEMENT  between BLOCK
DRUG COMPANY, INC.,
a corporation of the State of New Jersey (hereinafter called "Company"),  having
its principal  office at 257 Cornelison  Avenue,  Jersey City, New Jersey 07302,
and THOMAS R.  BLOCK  (hereinafter  called  "Executive")  residing  in the City,
County and State of New York.

                                   WITNESSETH:




<PAGE>




         WHEREAS,  Executive has served as a major  executive of the Company for
many  years and  presently  is  serving  as the  Executive  Vice  President  and
Treasurer of the company; and

         WHEREAS, the Company and Executive entered into an Employment Agreement
dated September 1, 1984; and

         WHEREAS,  the  Company  has  determined  that it  would  be in the best
interests of the Company and its  stockholders  that the company  change certain
provisions  of the September 1, 1984  Employment  Agreement and assure itself of
the continued  services of executive and his  specialized  knowledge and unusual
abilities with respect to the business and affairs of the Company; and

WHEREAS, Executive is willing to enter into a new Agreement with the Company for
his exclusive  services as a management  executive on a full time basis or as an
employee performing special management services with respect to the business and
affairs of the Company; and

         WHEREAS,  the  Executive  Committee  of the Board of  Directors  of the
Company  has  approved  the  terms and  conditions  respecting  the  Executive's
employment  set forth herein and has  authorized  the  execution and delivery of
this Agreement.

         NOW, THEREFORE,  in consideration of the premises, the mutual covenants
hereinafter contained and other good and valuable consideration, the Company and
Executive hereby agree as follows:

         1. (a) The Company  hereby employs  Executive  until April 30, 1997, or
until such later date as Executive's  employment may be terminated in accordance
with the provisions of subsection (b) of this Section.

     Executive,  at any  time  that he is  serving  the  Company  as  management
          executive  on a full  time  basis  (I) may  give the  Company  written
          notice,  effective as of the first date of the month specified in such
          notice, that Executive shall thereafter be employed as an executive of
          the Company  rendering  advice and counsel to the senior  officers and
          the   Executive   Committee  of  the  Company  and  handling   special
          assignments  (herein such role is referred to as "a special management
          executive");  or  (ii)  if his  physical  or  mental  condition  shall
          preclude his performing the duties of a management executive on a full
          time basis,  Executive shall thereafter serve as a special  management
          executive.  Executive  shall be  employed as such  special  management
          executive  for a period of years,  not in excess of  twenty,  equal to
          one-half of the number of full years that  Executive  was  employed by
          the  Company  (including  any  predecessor)  on a full time basis as a
          management executive,  or until the death of Executive,  if such death
          shall occur prior to the end of such period of years.

         When he is serving as a full time management executive:

     The  duties required of Executive  shall be of a management  nature similar
          in type  and  character  to  those  duties  heretofore  and now  being
          performed by him and shall include  specifically  domestic and foreign
          travel  and  customer  relations,   including  such  entertainment  in
          accordance with Executive's  position and  responsibilities  as may be
          appurtenant to the performance of such duties.

     Executive will be  permitted  vacation  periods  each year similar to those
          taken  in the past  and as are  customary  for  executives  holding  a
          position of similar status and responsibility.

     Executive will devote his entire time and attention  during usual  business
          hours  to  the  business  of the  Company,  subject  to the  following
          exceptions:

(i) During vacation periods and periods of illness or Other incapacity.

(ii)  Executive  shall have the right to make and supervise his and his family's
personal  investments  or to serve as: (A) an officer or  director  of any other
company, corporation or business organization, provided that the same is




<PAGE>



non-competitive  in any substantial  respect with the business engaged in by the
company;  (B) a fiduciary of an estate or a trust for the benefit of a member of
his or his wife's  family or a friend;  or (C) an officer or director of, and/or
to render  services  to, any civic,  charitable,  educational.  eleemosynary  or
similar organization or activity.

When he is serving as a special  management  executive,  Executive shall only be
required to perform  such  duties as his health  permits.  Among  other  things,
Executive  shall be  available  to  serve,  if  appointed,  as a  member  of the
Executive  Committee of the Company and any committees  administering  incentive
and retirement  plans for employees of the Company,  and to study,  evaluate and
make recommendations with respect to the Company's marketing plans,  advertising
campaigns.  And proposed acquisitions.  While Executive is employed as a special
management executive he shall not be required to be present at any office of the
Company  on a regular  basis,  and he shall  have the right to  vacation  and to
travel as he sees fit so long as when he is  absent  from the  Metropolitan  New
York, New Jersey area, he is available for consultation by telephone,  telegram,
or cable and  materials  and  documents  can be sent to him for his  review  and
consideration.

         4. Executive will be provided at all times, whether he is employed on a
full time basis or as a special  management  executive,  with suitable executive
office space and secretarial services and staff assistance.

         5.  Executive  hereby  accepts  the  employment  contemplated  in  this
Agreement and agrees to perform the duties required of him hereunder. If elected
thereto,  Executive  will serve as an officer r director of the Company  without
additional  compensation,  except that in the event that any such company  shall
pay fees to the  management  members  of its Board of  Directors  or fees to any
members of any committee of such  directors of which  Executive may be a member,
then Executive shall be entitled to retain the same.

         6. (a) Commencing  September 1, 1986 the Executive's  annual salary was
set at 234,451(Two Hundred Thirty-Four  Thousand Four Hundred Fifty-one Dollars)
payable in equal  monthly  installments  on the first day of each  month.  It is
understood that the annual salary payable to Executive may be adjusted from time
to time, in the sole  discretion of the Company;  provided that in no event will
such annual salary be less than $234,451(Two  Hundred Thirty-Four  Thousand Four
Hundred  Fifty-one  Dollars)  [before  reflecting  any  "Economic  Factor",   as
hereinafter  defined,  or cost-of-living  increase provided as for in subsection
(c) of this Section].

                  (b) The annual salary payable to Executive for his services as
a  special  management  executive  shall be  one-quarter  of the rate of  salary
payable to Executive for his services as a full time management  executive as of
the date that the nature of Executive's  employment  shall change from that of a
full time management executive to a special management executive.

                  (c)  Commencing  as of September 1, 1987,  and  continuing  on
September 1 of each subsequent  year, there shall be examined the Consumer Price
Index For All Urban  Consumers  (U.S.  City  Average) as  published  by the U.S.
Department  of  Labor  (the  "Index").  It shall  be  determined  if there is an
increase  or  decrease  in the Index as of July 1 of any year as compared to the
Index for July 1984  (311.7).  Also  commencing  as of  September  1, 1987,  and
continuing on September 1 of each subsequent year, the Company's Economic Factor
("Factor")  shall be  determined.  The  Factor is that  percentage  approved  in
writing  by  the  Company's  Office  of the  Chief  Executive  at its  regularly
scheduled meeting and which percentage governs salary increases for all domestic
non-union  employees  of the Company in effect as of  September  1.  Executive's
annual salary on September 1, 1987 shall be increased by an amount determined by
multiplying the greater of (a) the Factor or (b) the percentage  increase in the
Index, by the annual salary in effect on September 1 of each ensuing year, using
Executive's salary on September 1, 1986 as the base, two (2) cumulative earnings
totals,  one from the application of the percentage  increase or decrease in the
Index and one from the  application  of each year's  Factor to the annual salary
shall be maintained and compared. Executive's annual salary will be increased or
decreased commencing September 1, 1987 and on each September 1st thereafter,  so
that Executive's  cumulative salary from September 1, 1986 will be the higher of
such amount  resulting from the cumulative  increase or decrease in the Index or
the cumulative increase or decrease after the application of each year's Factor.

         7. Anything to the contrary hereinbefore stated notwithstanding, if the
Company  continues  or adopts any plan or plans of any sort or nature  including
but  without   limiting  the  generality  of  the   foregoing,   pension  plans,
profit-sharing,  bonus plans, stock option plans or insurance plans by the terms
of which Executive would be eligible to participate therein, then Executive,  in
whichever  capacity  he is  employed  by the  Company,  shall  have the right to
participate therein




<PAGE>



and shall be entitled  to receive all  emoluments  to all of  Executive's  other
rights and benefits hereunder.

         8. The company  recognizes that Executive has made and will make out of
his own personal funds certain minor expenditures for entertainment and the like
necessary in carrying out his duties hereunder. Notwithstanding this recognition
by the Company of the necessity thereof,  Executive agrees that the Company will
not reimburse him for such expenditures made by him personally.

         9. On April 30, 1997,  if Executive is then living and is still serving
as a full time management executive, he will, in good faith, first negotiate for
the  continuation of his employment by the Company before  accepting  employment
elsewhere.

         10.  (a) In the event of the death of  Executive  at any time after the
date of this  Agreement,  before,  on or after  April 30,  1997,  whether or not
Executive  is employed by the Company in any  capacity at the time of his death,
the Company will pay the annual amount  determined as provided in subsection (b)
of this  Section,  in equal  monthly  installments  commencing  with  the  month
immediately  following that in which Executive's death shall have occurred,  for
the period of years computed as provided in subsection  (c) of this Section,  to
Executive's  wife,  if any, if she shall survive  Executive,  and upon her death
thereafter  prior  to  the  receipt  of  all  payments,  or in  the  event  that
Executive's wife, if any, shall not survive  Executive,  such remaining payments
be made to the Executive's  then living issue,  per stirpes;  and, in default of
such issue of  Executive,  to the then living issue of the  Executive's  sister,
Peggy Block Danzinger,  per stirpes.  If any such installment,  or part thereof,
shall be payable to an individual  then under the age of twenty-one  years,  the
same shall be paid over to a  Custodian  for such  person,  under the New Jersey
Uniform Gifts to Minors Act. The Custodian shall be Peggy Block  Danzinger;  and
if she is unable or fails to  qualify,  or ceases  for any  reason to serve,  as
Custodian, then Executive's  brother-in-law,  Richard Danzinger,  shall serve as
Custodian in the place and stead of Peggy Block Danzinger;  and if neither Peggy
Block Danzinger nor Richard  Danzinger  shall be acting as such Custodian,  then
Manufacturer's Hanover Trust Company shall serve as successor Custodian.

                  (b) The  annual  amount  shall  be equal  to  one-half  of the
average  annual salary of Executive  for those three years of his  employment by
the  Company in which  Executive  was paid the  highest  amount of  salary,  not
including,  however,  in the  computation  of such annual amount any increase in
Executive's  salary  during  those three  highest  salaried  years other than an
increase  attributable to the cost-of-living  adjustment  provided in subsection
(c) of Section 6.

                  (c)  The  payments  provided  for in  subsection  (a) of  this
Section shall continue for a period of years, not in excess of twenty,  equal to
one-half of the number of full years that Executive  shall have been employed as
a full time management executive by the Company (including any predecessor). For
the purposes of this Agreement,  it is acknowledged  and agreed that Executive's
employment as a full time management  executive by the Company  commenced on May
13, 1968 and has continued uninterrupted to the date hereof.

         11. Executive agrees that, unless the Company shall consent thereto, he
will not at any time during his employment by the Company engage in any activity
which shall be  substantially  competitive  with any business then carried on by
the Company. Executive shall be free, however, without such consent, to purchase
and deal in, as  investments  or  otherwise,  stocks or other  securities of any
corporation,  competitive  or  otherwise,  generally  traded  in by the  public,
provided that  Executive's  ownership of shares of stock of any such competitive
corporation  shall not exceed one per cent of the outstanding  shares of capital
stock.

         12.   Wherever   referred  to  herein,   "Company"  shall  include  all
corporations more than fifty percent of the outstanding common stock of which is
owned by the Company directly and/or through its subsidiaries.

         13. This Agreement shall inure to the benefit f and be binding upon the
successors  and  assigns of the Company  upon any  liquidation,  dissolution  or
winding-up of the Company,  or upon any sale of all or substantially  all of the
Company's  assets,  or upon any merger or  consolidation  of the Company with or
into any other  corporation,  all as though such  successors  and assigns of the
Company and their respective successors and assigns were the Company.

            14. This  Agreement  contains all of the  covenants  and  agreements
between the parties and all prior  understandings and agreements relating to the
subject  matter  herein are  superseded  and cancelled by this  Agreement.  This
Agreement  shall  not be  altered,  modified,  varied  or  amended  except by an
agreement in writing of like dignity, executed by both parties hereto.

IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed by its
duly authorized officers and


<PAGE>


its corporate seal to be affixed and Executive has signed,  sealed and delivered
this Agreement as of the date first above written.



ATTEST:                                              BLOCK DRUG COMPANY, INC.


____________________________                  By________________________________
     John E. Peters                                        Leonard Block
       Secretary                                        Chairman of The Board


WITNESS:


____________________________                  By________________________________
                                                            Thomas R.Block






<PAGE>
                                  EXHIBIT 10(k)


                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                                  LEONARD BLOCK
                                       AND
                            BLOCK DRUG COMPANY, INC.

The  Employment   Agreement   dated  January  1,  1981  between   Leonard  Block
(hereinafter  called  "Executive")  and Block Drug  Company,  Inc.  (hereinafter
called  "Company"),  is hereby amended by deleting Paragraph 1.(a) on page 2 and
substituting the following paragraph in lieu thereof.

                  1.(a) The Company  hereby  employs  Executive  until April 30,
                  1997, or until such later date as  Executive's  employment may
                  be terminated in accordance  with the provisions of subsection
                  (b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF,  the Company has caused this Amendment to be executed by its
   duly  authorized  officers and its corporate seal to be affixed and Executive
   has signed, sealed and delivered this Amendment as of this 29th day of April,
   1987.

ATTEST:                                              BLOCK DRUG COMPANY, INC.


____________________                                 BY:____________________
  John E. Peters                                              James Block
      Secretary                                          Chairman of the Board


WITNESS:

_____________________                                BY:_____________________
                                                             Leonard Block

<PAGE>

                              EMPLOYMENT AGREEMENT


EMPLOYMENT  AGREEMENT  entered into this 1st day of January,  1981 between BLOCR
DRUG COMPANY,  INC. a corporation of the State of New Jersey (hereinafter called
"Company"),  having its principal office at 257 Cornelison Avenue,  Jersey City,
flew Jersey 07302, and LEONARD BLOCK (hereinafter called "Executive"),  residing
in the City, County and State of, New York.



                            W I T N E S S E T H:


     WHEREAS  Executive has served as a major  executive of the Company for many
years and presently is serving as the Chairman of the Board of the Company;  and
WHEREAS the Company has determined that it would be in the best interests of the
Company and its  stockholders  that the Company  assure  itself of the continued
services of Executive and his specialized  knowledge and unusual  abilities with
respect to the  business and affairs of the  Company;  and WHEREAS  Executive is
willing to enter into an Agreement  with the Company for his exclusive  services
as a  management  executive  on a full time basis or as an  employee  performing
special  management  services  with  respect to the  business and affairs or the
Company; and

          WHEREAS the Board of  Directors  of the Company has approved the terms
and conditions  respecting the  Executive's  employment set forth herein and has
authorized the execution and delivery of this Agreement.

          NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter contained and other good and valuable consideration, the Company and
Executive hereby agree as follows:

          1.  (a)  The  Company  hereby  employs  Executive  during  the  period
beginning  on the date hereof and ending on  December  31,  1990,  or until such
later date as Executive's  employment  may be terminated in accordance  with the
provisions of subsection (b) of this Section.

               (b)  Executive,  at any time that he is serving  the Company as a
management  executive  on a full  time  basis (i) may give the  Company  written
notice,  effective  as of the first date of the month  specified  in such notice
that  Executive  shall  thereafter  be employed as an  executive  of the Company
rendering advice and counsel to the senior officers and the Executive  Committee
of the Company and handling special assignments (herein such role is referred to
as "a  special  management  executives);  or  (ii)  if his  physical  or  mental
condition shall preclude his performing the duties of a management  executive on
a full time basis,  Executive  shall  thereafter  serve as a special  management
executive.  Executive shall be employed as such special management executive for
a period of years,  not in excess of twenty,  equal to one-half of the number of
full years  that  Executive  was  employed  by the  Company  (including  any pre
decessor) on a full time basis as a management executive,  or until the death of
Executive, if such death shall occur prior to the end of such period of years.


<PAGE>


               2. When he is serving as a full time management executive:

               (a) The duties  required of  Executive  shall be of a management
executive  nature  similar in type and character to those duties  heretofore and
now being performed by him and shall include  specifically  domestic and foreign
travel and  maintenance  of  Company,  employee,  industry,  trade and  customer
relations,  including such entertainment in accordance with Executive's position
and responsibilities as may be appurtenant to the performance of such duties.

                (b)  Executive  will be  permitted  vacation  periods  each year
similar to those taken in the past and as are customary for executives holding a
position of similar status and responsibility.

                (c) Executive  will devote his entire time and attention  during
usual  business  hours to the business of the Company,  subject to the following
exceptions:


     (i) During  vacation  periods and  periods of illness or other  incapacity.

    (ii) Executive  shall have the right to make and supervise his and his
family's personal  investments  or to serve as: (A) an officer or  director  of
any other company, corporation or business organization,  provided that the same
is  non-competitive  in any substantial  respect with the business engaged in by
the Company; (B) a fiduciary of an estate or a trust for the benefit of a member
of his or his  wife's  family or a friend;  or (C) an officer  or  director  of,
and/or to render services to, any civic, charitable,  educational,  eleemosynary
or similar organizations or activity.


          3. When he is serving  as a special  management  executive,  Executive
shall only be required to perform such duties as his health permits. Among other
things,  Executive shall be available to serve, if appointed, as a member of the
Executive  Committee of the Company and any committees  administering  incentive
and retirement  plans for employees of the Company,  and to study,  evaluate and
make recommendations with respect to the Company's marketing plans,  advertising
campaigns,  and proposed acquisitions.  While Executive is employed as a special
management executive he shall not be required to be present at any office of the
Company  on a regular  basis,  and he shall  have the right to  vacation  and to
travel as he sees fit so long as when he is  absent  from the  Metropolitan  New
York, New Jersey area, he is available for consultation by telephone,  telegram,
or cable and  materials  and  documents  can be sent to him for his  review  and
consideration.

          4. Executive will be provided at all times,  whether he is employed on
a full time basis or IS a special management executive,  with suitable executive
office space and secretarial services and staff assistance.

          5.  Executive  hereby  accepts  the  employment  contemplated  in this
Agreement and agrees to perform the duties required of him hereunder. If elected
thereto,  Executive will serve as an officer or director of the Company  without
additional  compensation,  except that in the event that any such company  shall
pay fees to the  management  members  of its Board of  Directors  or fees to any
members of any committee of such  directors of which  Executive may be a member,
then Executive shall be entitled to retain the same.

               (a) So long as Executive is a full time management executive, the
Company will pay to Executive an annual  salary of not less than  $209,242  (Two
Hundred  Nine  Thousand  Two  Hundred  Forty-Two  Dollars),   in  equal  monthly
installments  on the first day of each month.  It is understood  that the annual
salary  payable to  Executive  may be  adjusted  from time to time,  in the sole
discretion of the Company; provided, that in no event will such annual salary be
less than  $209,242 (Two Hundred Nine  Thousand Two Hundred  Forty-Two  Dollars)
(before reflecting any cost-of-living increase provided for in subsection (c) of
this Section).

               (b) The annual salary  payable to Executive for his services as a
special  management  executive shall be one-quarter of the rate of annual salary
payable to Executive for his services as a full time management  executive as of
the date that the nature of Executive's  employment  shall change from that of a
full-time management executive to a special management executive.

               (c) The National  B.L.S.  Index (B.L.S.  Consumer  Price Index as
published  by the  Bureau of Labor  Statistics,  U.S.  Department  of Labor 1967
equals  100),  last issued prior to the date  hereof,  was 256.2.  If during the
employment  period the B.L.S.  Index  shall rise to 269.0,  the  minimum  annual
salary  being  paid to  Executive  hereunder  for his  services  as a full  time
management  executive shall be increased by $10,462 (5% of $209,242) and on each
subsequent increase or decrease of five (5%) percent in such Index, such minimum
annual  salary shall be increased  or decreased  (but not below  $209,242) by an
amount equal to five (5%) percent thereof.

             7. Anything to the contrary hereinbefore stated notwithstanding, if
   the  Company  continues  or  adopts  any plan or plans of any sort or  nature
   including  but without  limiting the  generality  of the  foregoing,  pension
   plans,  profit-sharing  plans,  bonus plans,  stock option plans or insurance
   plans by the  terms of which  Executive  would  be  eligible  to  participate
   therein, then Executive, in whichever capacity he is employed by the Company,


<PAGE>



   shall have the right to participate  therein and shall be entitled to receive
   all emoluments or benefits as may be provided thereunder,  in addition to all
   of Executive's other rights and benefits hereunder.

          8. The Company recognizes that Executive has made and will make out of
his own personal funds certain minor expenditures for entertainment and the like
necessary in carrying out his duties hereunder. Notwithstanding this recognition
by the Company of the necessity thereof,  Executive agrees that the Company will
not reimburse him for such expenditures made by him personally.

          9. On December  31,  1990,  if  Executive  is then living and is still
serving as a full time  management  executive,  he will,  in good  faith,  first
negotiate for the continuation of his employment by the Company before accepting
employment elsewhere.

          10. (a) In the event of the death of  Executive  at any time after the
date of this Agreement,  before,  on or after December 31, 1990,  whether or not
Executive  is employed by the Company in any  capacity at the time of his death,
the Company will pay the annual amount  determined as provided in subsection (b)
of this  Section,  in equal  monthly  installments  commencing  with  the  month
immediately  following that in which Executive's death shall have occurred,  for
the period of years computed as provided in subsection  (c) of this Section,  in
equal  shares to the acting  trustees  of the trust for the  primary  benefit of
Executive's  daughter,  Peggy  Block  Danziger,  and her  descendants  under  an
Indenture of Trust dated August 7, 1957, as amended (or, if the said trust shall
have  terminated,  to the persons who shall have  succeeded to the  principal of
such trust, in proportion to their respective interests in such principal),  and
to the acting  trustees of the trust for the benefit of Executive's  son, Thomas
Block, and his descendants  under an Indenture of Trust dated August 7, 1957, as
amended (or, if the said trust shall have  terminated,  to the persons who shall
have succeeded to the principal of such trust, in proportion to their respective
interests in such  principal).  Executive shall not have the right to change the
payees provided for herein.


  (b) The annual amount shall be equal to one-half of the average  annual salary
  of Executive for those



three years of his  employment  by the Company in which  Executive  was paid the
highest amount of salary,  not including,  however,  in the  computation of such
annual  amount any increase in  Executive's  salary  during those three  highest
salaried  years  other  than  an  increase  attributable  to the  cost-of-living
adjustment provided in subsection (c) of Section 6.

               (c) The payments  provided for in subsection  (a) of this Section
shall continue for a period of years, not in excess of twenty, equal to one-half
of the number of full years that  Executive  shall have been  employed as a full
time management  executive by the Company  (including any predecessor).  For the
purposes of this  Agreement,  it is  acknowledged  and agreed  that  Executive's
employment as a full time management  executive by the Company commenced on June
1, 1933 and has continued uninterrupted to the date hereof.

             11.  Executive  agrees  that,  unless  the  Company  shall  consent
thereto,  he will not at any time during his employment by the Company engage in
any activity  which shall be  substantially  competitive  with any business then
carried  on by the  Company.  Executive  shall be free,  however,  without  such
consent,  to purchase and deal in, as investments or otherwise,  stocks or other
securities of any corporation,  competitive or otherwise, generally traded in by
the public;  provided that Executive's  ownership of shares of stock of any such
competitive  corporation shall not exceed one per cent of the outstanding shares
of capital stock.

             12.  Wherever  referred  to herein,  "Company"  shall  include  all
corporations more than fifty percent of the outstanding common stock of which is
owned by the Company directly and/or through its subsidiaries.

             13.  This  Agreement  shall  inure to the benefit of and be binding
upon the successors and assigns of the Company upon any liquidation, dissolution
or winding-up of the Company,  or upon any sale of all or  substantially  all of
the Company's assets, or upon any merger or consolidation of the Company with or
into any other  corporation,  all as though such  successors  and assigns of the
Company and their respective successors and assigns were the Company.

             14. This  contract  contains all of the  covenants  and  agreements
between the parties and shall not be altered, modified, varied or amended except
by an agreement in writing of like dignity, executed by both parties hereto.


          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed by its duly  authorized  officers and its corporate  seal to be affixed
and Executive has signed,  sealed and  delivered  this  Agreement as of the date
first above written.


ATTEST:                                              BLOCK DRUG COMPANY, INC.


__________________________                          By:________________________
    John E. Peters                                            James Block
         Secretary                                              President



<PAGE>


WITNESS:


___________________________                        By:_________________________
     John E. Peters                                         Leonard Block


<PAGE>
                                  EXHIBIT 10(l)

                               DATED January 1998





                           (1) STAFFORD-MILLER LIMITED
                                 (2) JAMES RIGBY









                              EMPLOYMENT AGREEMENT







                                Baker & McKenzie
                              100 New Bridge Street
                                 London EC4V 6JA
                                 (0171) 919 1000

<PAGE>
                                    CONTENTS

                                                                           Page

1.         Appointment.....................................................  1
2.         Commencement and Duration of Employment.........................  2
3.         Duties..........................................................  2
4.         Exclusivity of Service..........................................  3
5.         Remuneration....................................................  4
6.         Expenses........................................................  5
7.         Car.............................................................  5
8.         Place of Work...................................................  5
9.         Holidays........................................................  6
10.        Incapacity......................................................  6
11.        Pension.........................................................  7
12.        Reasonableness of Restrictions..................................  8
13.        Confidentiality.................................................  8
14.        Intellectual Property...........................................  9
15.        Grievances and Discipline.......................................  9
16.        Summary Termination.............................................  10
17.        Office Holdings.................................................. 10
18.        Non Interference................................................. 11
19.        Notice of Termination............................................ 12
20.        Severance Entitlements........................................... 13
21.        Termination due to Change of Control............................. 13
22.        Change of Control................................................ 14
23.        Further Provisions Regarding Change of Control................... 16
24.        Effect of Termination............................................ 17
25.        Severability..................................................... 17
26.        Earlier Agreements............................................... 18
27.        Notices.......................................................... 18
28.        Governing Law.................................................... 18


<PAGE>

THIS AGREEMENT is made on the __ day of January 1998

BETWEEN

(1)        STAFFORD-MILLER  LIMITED,  a company  registered  in  England,  whose
           registered  office is at Broadwater  Road,  Welwyn Garden City, Herts
           AL7 3SP, ("the Company"); and

(2)        JAMES RIGBY of Whitespar,  Queen Hoo Lane, Tewin, Herts AL6 OLT ("the
           Executive");

WHEREAS, the Company is a wholly-owned  subsidiary of Block Drug Company,  Inc.,
257 Cornelison Avenue, Jersey City, New Jersey 07302, USA ("Block").

WHEREAS,  the Executive is the Managing  Director of the Company and a member of
the Company's Board of Directors ("the Board").

WHEREAS, the Company's Managing Director reports directly to Block's President
Europe.

WHEREAS,  the Board and Block's Office of the Chief Executive  respectively have
approved the terms of this Agreement.

IT IS HEREBY AGREED as follows:-

1.         Appointment

This Agreement confirms and records the terms and conditions of service on which
the Company  employs the Executive  and the Executive  serves the Company as its
Managing Director ("the Employment").


<PAGE>

2.         Commencement and Duration of Employment

2.1        The  Employment  commenced on 22 March 1976,  and the  Executive  was
           appointed  as the  Managing  Director  of the  Company on 1 September
           1991.

2.2        The Employment  shall continue  hereafter until  terminated by either
           party in accordance with the provisions of this Agreement.

3.         Duties

3.1        The Executive  shall be employed in the post of Managing  Director of
           the Company in which capacity he shall devote all his time, attention
           and  skill  to  his  duties  hereunder,   and  shall  faithfully  and
           diligently  perform such duties and exercise  such powers  consistent
           therewith  for the benefit of the Company as may from time to time be
           assigned to or vested in him by the Board or the President Europe.

3.2        The Company reserves the right to assign to the Executive duties of a
           different  nature,  either additional to or instead of those referred
           to in  Clause  3.1  above,  as  part  of  the  Employment,  it  being
           understood  that he will  not be  assigned  duties  which  he  cannot
           perform or which are not reasonably commensurate with the duties of a
           senior management executive.  This provision is subject to any rights
           which  the  Executive  may have in the  circumstances  of a Change of
           Control pursuant to Clause 23(1)(a) below.

3.3        The  Executive  shall obey the  reasonable  and lawful  orders of the
           Board  and/or the  President  Europe,  and shall  comply with all the
           Company's rules,  regulations,  policies and procedures applicable to
           its senior executives from time to time in force.

3.4        The  Executive  may be required in pursuance of his duties to perform
           services  not  only  for the  Company  but  also  for  Block  and its
           affiliated companies ("Affiliates"), and,


<PAGE>

           without further  remuneration,  to accept any office or position with
           Block or any of its Affiliates  which is consistent with his position
           with  the  Company,  as Block or the  Company  may from  time to time
           reasonably require. This provision is subject to any rights which the
           Executive  may  have in the  circumstances  of a  Change  of  Control
           pursuant to Clause 23(1)(a) below.

3.5        The Executive  shall work such hours as are reasonably  necessary for
           the proper  performance  of the duties of the  Employment and to meet
           the  needs of the  Company's  business.  The  Executive  shall,  as a
           minimum,  observe the normal daily working  times  applicable as laid
           down by the Company from time to time.

4.         Exclusivity of Service

4.1        During the  Employment  the  Executive  shall not  (without the prior
           written  consent of the Board or the  President  Europe)  directly or
           indirectly,  either  on his own  account  or on  behalf  of any other
           person, company, business entity or other organisation,  engage in or
           be concerned with (whether as an employee,  officer, director, agent,
           partner,  consultant or otherwise) any other business,  or accept any
           other  engagement or public office,  save that the Executive may hold
           for  personal  investment  purposes up to 5% of any  securities  in a
           company  the  securities  of which are quoted on a  recognised  Stock
           Exchange.

4.2        Subject to any written  regulations  issued by the Company  which are
           applicable to him, the Executive or his immediate relatives shall not
           be entitled to receive or obtain directly or indirectly any discount,
           rebate,  commission  or other  benefit  in  respect  of any  business
           transacted  (whether or not by him) by or on behalf of the Company or
           any Affiliate  and if he, his  immediate  relatives or any company or
           business  entity  in  which  he  is  interested,  shall  directly  or
           indirectly  obtain any such  discount,  rebate,  commission  or other
           benefit he shall  forthwith  account to the Company or Affiliate  for
           the amount received or value of the benefit so obtained.


<PAGE>

4.3        The  Executive  confirms  he has  disclosed  fully to the Company all
           circumstances  in  respect  of which  there is, or there  might be, a
           conflict of interest  between the Company or any  Affiliate,  and the
           Executive or his immediate relatives, and he agrees to disclose fully
           to the  Company  any such  circumstances  which may arise  during the
           Employment.

5.         Remuneration

5.1        The   Company   shall  pay  to  the   Executive   a  base  salary  of
           (pound)172,590.00 (One hundred and seventy-two thousand, five hundred
           and ninety  pounds)  per annum,  payable  monthly in arrears by equal
           instalments.  It is  understood  the  annual  salary  payable  to the
           Executive may be adjusted from time to time in the sole discretion of
           Block and the  Company,  provided  that in no event will such  annual
           salary be less than the aforesaid amount. The Executive's salary will
           be subject to regular  reviews in the same  manner and  applying  the
           same factors used by the Company when  reviewing  the salaries of its
           other senior executives.

5.2        If the Company  adopts or provides any executive or employee  benefit
           plans of any sort or  nature  including,  but  without  limiting  the
           generality  of  the  foregoing,   pension,   profit  sharing,  bonus,
           disability  or other  insurance  plans,  by the  terms  of which  the
           Executive would be eligible to participate  therein,  then during the
           Employment  hereafter  the  Executive  shall  have  the  right  so to
           participate  and to receive  any and all  benefits as may be provided
           thereunder  to  other  Company  senior  executives.  Further,  it  is
           specifically intended that the Executive's participation in the Block
           Drug Executive Incentive Plan and Special Stock Unit Plan, and in the
           Company's  Medical,  Disability  Insurance and Death-in  Service Life
           Assurance Plans shall continue during the Employment,  subject always
           to the  rules  and  continuance  of each  such  Plan  and also to the
           provisions of this Agreement. Subject to the above, those benefits in
           respect  of  which  the  Executive  is  fully  vested  shall  not  be
           retrospectively reduced.


<PAGE>


6.        Expenses  The  Company  shall  reimburse  to  the  Executive  (against
          receipts  or other  satisfactory  evidence)  all  reasonable  business
          expenses  properly  incurred  and defrayed by him in the course of the
          Employment,  subject to his  compliance  with the Company's  rules and
          policies relating to expenses and their approval.

7.         Car

7.1        The Executive  will have the use of a Company  leased 1994 Jaguar XJ6
           4.0 motor car for the purpose of the Employment. The Company shall be
           responsible for any vehicle and road tax,  comprehensively insure the
           car, and pay or reimburse  the  Executive  (as  appropriate)  against
           receipts or other appropriate evidence, for all maintenance,  repairs
           and other  running  costs  thereof and fuel used by it. The Executive
           shall be entitled,  without charge,  to reasonable use of the car for
           his private purposes. The Executive's use of the motor car is subject
           to his compliance with the Company's car policy and other  reasonable
           Company requirements relating thereto from time to time in force.

7.2        The  motor car may be  replaced  from time to time with such make and
           type of motor car of similar  value as the  Company  shall  determine
           (after  consultation  with the  Executive),  in  accordance  with the
           Company's car policy from time to time in force.

<PAGE>

8.        Place  of Work  The  Executive's  normal  place  of work  shall be the
          Company's  offices at Welwyn  Garden City,  or such other place in the
          United Kingdom as the Company may subsequently  advise him (whether on
          a temporary or permanent  basis).  If the Executive should be required
          to relocate his home in order to work at different  Company offices he
          will  be  eligible  for  relocation   assistance  in  accordance  with
          applicable Company policy and guidelines in force at such time. In the
          performance of his duties hereunder, the Executive will be required to
          travel on a regular  basis  both  throughout  the United  Kingdom  and
          internationally.  This  provision  is subject to any rights  which the
          Executive  may  have  in the  circumstances  of a  Change  of  Control
          pursuant to Clause 23(1)(b) below.

9.         Holidays

9.1        The Executive  shall be entitled,  in addition to the normal bank and
           public holidays observed in England, to 25 working days' holiday with
           normal  pay in each year,  to be taken at such  times and  periods as
           shall be approved in advance by the President Europe.

9.2        There shall be no entitlement  to any  carry-over of untaken  holiday
           leave from one year to the next, or to pay in lieu thereof, save with
           the prior and express written consent of the President  Europe.  Such
           consent of the President  Europe shall not be unreasonably  withheld,
           particularly  in cases where holiday leave is untaken due to needs of
           the business.

9.3        During the final calendar year of the Employment,  holiday leave will
           accrue  pro rata  according  to  completed  months  of  service.  The
           Executive  shall be  entitled  to be paid in respect of any  holidays
           accrued  during the final  calendar  year of service but not taken at
           the date of termination of his  employment  hereunder,  provided that
           such termination


<PAGE>

           has not occurred pursuant to Clause 16 below.

10.        Incapacity

10.1      In case the  Executive  shall at any time be  prevented  by illness or
          accident or other  incapacity  from  attending  work  and/or  properly
          performing  his duties  hereunder  (and he shall,  whenever  required,
          furnish  the  President  Europe  or his  designate  with  satisfactory
          medical evidence of such incapacity),  he shall be eligible to receive
          Company sickness  benefit  (inclusive of Statutory Sick Pay) according
          to the aggregate  length of his  continuous  service with the Company,
          for such period as he shall be so  incapacitated  but not exceeding 10
          working days for each year of such continuous  service up to a maximum
          of 130 working days. Provided always that the Company sickness benefit
          for any period of illness, accident or incapacity shall be reduced (a)
          by the number of days in respect of which the Executive  shall receive
          such  benefit  during the  period of  twenty-four  months  immediately
          preceding such period of sickness,  and (b) by the amount of any State
          benefit(s) claimable by the Executive in respect of such absence.

10.2       The continued  provision to the Executive of Company sickness benefit
           under Clause 10.1 above,  or his  eligibility  to  participate in the
           Company's  Disability Insurance Plan referred to in Clause 5.2 above,
           will  always be  subject  to the  Company's  right to  terminate  the
           Employment at any time and for whatever  reason,  pursuant  either to
           Clause 16 or 19 below as the case may be.

10.3       The  Company  may,  at its  expense  and at any time  (whether or not
           Executive is then  incapacitated)  require the Executive to submit to
           medical examinations and tests by doctor(s) nominated by the Company.
           The Executive  hereby  authorises  such  doctor(s) to disclose to and
           discuss with the Company,  Block and its or their medical  adviser(s)
           the results of any such  examinations and tests. Any such disclosures
           shall be contemporaneously provided to the Executive or his doctor.


<PAGE>

11.        Pension

11.1       The   Employee   shall  be   entitled  to  remain  a  member  of  the
           non-contributory  Stafford-Miller Ltd Pension Fund, subject always to
           the rules and conditions of the Fund.

11.2       There is presently a contracting-out  certificate in respect of SERPS
           in force in  relation  to the  Employment  under UK  social  security
           legislation.

12.       Reasonableness  of Restrictions  The Executive  acknowledges  that his
          senior position within the Company gives him access to and the benefit
          of  confidential  commercial  information  which is  important  to the
          continued  success of the Company and its  Affiliates.  The  Executive
          further acknowledges that his senior position gives him direct contact
          with  customers,   suppliers,   distributors,   agents,  officers  and
          employees  of the  Company and  Affiliates.  The  Executive  therefore
          confirms  that the  provisions  contained in or referred to in Clauses
          13, 14 and 18 below are reasonable in their  application to him, being
          reasonable and necessary for the protection of the legitimate business
          interests  of the  Company  and its  Affiliates  both during and after
          termination of the Employment.

13.        Confidentiality

13.1       The Executive  shall  neither  during the  Employment  (except in the
           proper  performance  of his duties) nor at any time  (without  limit)
           after the termination thereof, directly or indirectly:

13.1.1    use for his own  purposes  or those of any  other  person,  company,
          business entity or other organisation whatsoever, or

13.1.2    disclose to any person, company, business entity or other organisation

<PAGE>

           whatsoever,

           any trade secrets or confidential  business  information  relating or
           belonging to the Company or any of its Affiliates,  including but not
           limited to any such information relating to customers, customer lists
           or requirements,  supplier dealings and arrangements,  price lists or
           pricing structures,  sales and marketing information,  business plans
           or  dealings,  employees  or  officers,  source  codes  and  computer
           systems,   software,   financial   information  and  plans,  designs,
           formulae,  prototypes,  product lines, services, research activities,
           any document marked "Confidential" (or with a similar expression), or
           any information  which the Executive has been told is confidential or
           which  he  might  reasonably  expect  the  Company  would  regard  as
           confidential,  or any information which he is aware has been given to
           the Company or any of its  Affiliates  in  confidence  by  customers,
           suppliers or other persons.

13.2       The  obligations  contained in Clause 13.1 above shall cease to apply
           to any information or knowledge which may subsequently  come into the
           public domain other than by way of unauthorised disclosure.

14.       Intellectual  Property The Executive  shall  promptly  disclose to the
          Company  and keep  confidential  all  inventions,  copyright  works or
          designs conceived or developed by him, acting alone or with others, in
          the  course  of the  Employment.  The  Executive  will  hold  all such
          intellectual  property in trust for the Company and will do everything
          deemed  necessary  or  desirable  by the  Company,  at  the  Company's
          expense,  in  order  to vest the  intellectual  property  fully in the
          Company  or  to  secure   appropriate  forms  of  protection  for  the
          intellectual  property.  All decisions as to the  exploitation  of any
          such intellectual  property shall be in the absolute discretion of the
          Company.


<PAGE>

15.        Grievances and Discipline

15.1       If the Executive wishes to seek redress of any grievance or complaint
           relating to the  Employment  he should  refer such  grievance  to the
           President  Europe in the first  instance  and,  failing  satisfactory
           resolution,  thereafter  in  writing  to  the  Office  of  the  Chief
           Executive of Block.

15.2       Whilst there is no formal  disciplinary  procedure  applicable to the
           Executive,  he will be  expected  to  demonstrate  high and  exacting
           standards  of  work  performance  and  ethical  conduct  both  in his
           business  and  personal  dealings (in so far as the latter may affect
           the Company or its reputation).

16.        Summary Termination

16.1       If the Executive shall be guilty of any gross misconduct or any other
           serious  breach or material  non-observance  of any of the express or
           implied terms and conditions of this  Agreement,  including  material
           neglect  or  material  failure  or  refusal  to carry out the  duties
           properly assigned to him hereunder,  or if he shall by his actions or
           statements   damage  the  Company's  name,   business   interests  or
           reputation, then the Company shall be entitled summarily to terminate
           the  Employment  without  notice or further  payment to the Executive
           (beyond  remuneration and benefits,  including holiday pay, up to the
           effective date of such termination).

16.2       If the  Executive  shall have been absent from work due to ill health
           or other incapacity for a period or periods in aggregate totalling 26
           weeks in any twelve month period,  then the Company shall be entitled
           summarily to terminate the Employment without any period of notice or
           any payment in lieu thereof.


<PAGE>

17.        Office Holdings

17.1       The Executive shall forthwith in writing resign with immediate effect
           from all  directorships,  trusteeships  and other offices he may hold
           from  time  to  time  with  the  Company  or any  Affiliate,  without
           compensation for loss of office, in the event of:

17.1.1     the termination of the Employment; or

17.1.2     either the Company or the  Executive  serving on the other
           notice of termination of the Employment.

17.2       In the event of the Executive  failing to comply with his obligations
           under Clause 17.1. above, he hereby irrevocably  authorises the Board
           to  appoint  some  person  in his name and on his  behalf  to sign or
           execute any documents  and/or do all things necessary or requisite to
           give effect to such resignations as referred to in Clause 17.1 above.

18.        Non Interference

18.1       Upon the  termination of the Employment by either party in accordance
           with this  Agreement,  other than due to the  voluntary or compulsory
           liquidation of the Company (not being a voluntary liquidation for the
           purpose of reconstruction  or amalgamation) or the  discontinuance by
           the Company of its business,  the Executive shall not for a period of
           twelve  months  immediately  following  the  effective  date  of such
           termination:

           (a)        either on his own behalf or on behalf of any other person,
                      firm or company, seek to obtain orders in respect of goods
                      or services of a similar  description to those dealt in or
                      provided by the Company or any Affiliate, from any person,
                      firm or company who at the date of or within the period of
                      twelve months prior to  termination  of this Agreement was
                      to the knowledge of the Executive a


<PAGE>
                      customer of or in the habit of dealing with the Company or
                      Affiliate  (as the case may be); or

           (b)        represent  himself as being in any way connected or having
                      formerly been connected with or interested in the business
                      of the Company  (other than for the purpose of prospective
                      job applications); or

           (c)        interfere or seek to  interfere  with the  continuance  of
                      supplies to the Company or any  Affiliate (or the terms of
                      such  supplies)  from any  supplier  who  shall  have been
                      supplying  components  or  materials  or  services  to the
                      Company or  Affiliate  at any time  during the last twelve
                      months of the Employment; or

           (d)        solicit,  entice or  persuade  (or  attempt  so to do) any
                      employees of the Company of a managerial, executive, sales
                      or technical grade to leave the Company's employ,  whether
                      or not any breach of contract is thereby occasioned.

19.        Notice of Termination

19.1       Subject to Clause 16 above,  the  Company is  required to give to the
           Executive  three  months'  prior  written  notice  to  terminate  the
           Employment,  and  similarly  the Executive is required to give to the
           Company  three   months'  prior  written   notice  to  terminate  the
           Employment.  Such notice of termination  may be given by either party
           at any time.

19.2       The Company may also, in its absolute discretion:

           (i)        give to the Executive compensation for loss of all or part
                      of any period of notice,  whether  such notice is given by
                      the Company or the Executive (See Clause 19.3 below);

           (ii)       require the Executive not to attend at work during any
                      period of notice given


<PAGE>

                      by the Executive or the Company,  provided always that the
                      Company shall continue to pay the Executive's  base salary
                      and provide all contractual benefits during such period.

19.3       If the Company (i) terminates  the  Employment  without giving to the
           Executive  all or any part of the  period of the said  three  months'
           notice which it is required to give, or (ii) exercises its discretion
           to give Executive  compensation for loss of all or part of any period
           of notice given by Executive or the Company,  then the Executive will
           be  entitled to receive a payment of  compensation  in respect of the
           period  concerned  equal to the sum which would have been  payable to
           Executive as base salary less regular  deductions during such period.
           In  addition,   the  Company  will  maintain  the  employee  benefits
           enumerated in Clauses 5.2 and 7 above for such period, subject to the
           rules of the respective benefit plans permitting such treatment.

19.4       The  provisions of this Clause 19 are without  prejudice to the right
           of the  Company  to  terminate  the  Executive's  employment  without
           notice,  and without any compensation,  in the event that Executive's
           employment  is  terminated  pursuant  to any  provision  of Clause 16
           above.


<PAGE>


20.       Severance  Entitlements In addition to any compensation  paid pursuant
          to Clause 19.3 above,  in the event of termination of the  Executive's
          employment by the Company (excluding  termination due to retirement or
          because  of the  Executive's  permanent  disability  as  that  term is
          defined in the Company's  Disability Insurance Plan), the Company will
          thereafter  continue to pay to the  Executive at regular  intervals as
          determined  by the Company and less any  deductions as are required by
          law, termination compensation payments equal to fifty percent (50%) of
          the Executive's  Base  Compensation (as defined below) in effect as of
          the  effective  date of such  termination,  for a period not to exceed
          five  years  from the  effective  date of  termination,  or until  the
          Executive  attains the age of 65, or death,  whichever  occurs sooner,
          provided that (1) no such payments  shall be made if the Employment is
          terminated  pursuant  to any  provision  of Clause  16 above,  and (2)
          payments under this Clause 20 will cease and no further  payments will
          be made if following termination of the Employment the Executive shall
          act,  or engage in or  undertake  any  activity in breach of Clause 18
          above.


<PAGE>


21.       Termination  due to Change of Control If the  Employment is terminated
          as a result  of the  circumstances  described  in Clause 22 below as a
          "Change of  Control",  the  Executive  will be entitled to receive the
          following termination payments and benefits for a period not to exceed
          five years from the effective date of such  termination,  or until the
          Executive attains the age of 65, or death, whichever occurs sooner, at
          which time such  payments and benefits  shall cease:  (i)  termination
          compensation  payments equal to fifty percent (50%) of the Executive's
          Base Compensation (as defined below), (ii) the maintenance of benefits
          under any of the employee benefit plans described in Clause 5.2 above,
          (subject  to the  rules  and  continuation  thereof)  and (iii) if any
          benefits  under such plans are not fully  vested or  exercisable,  the
          Company or Block will, if permissible  under the plan rules, deem such
          benefits to be fully vested with any payments being made in accordance
          with the provisions of the relevant benefit plan in effect at the time
          of vesting. The termination  compensation payments under (i) aforesaid
          will be made at regular  intervals  as  determined  by the Company and
          less any deductions as are required by law. Payments under this Clause
          21 will  cease  and no  further  payments  will be made if,  following
          termination  of the  Employment as a result of a Change of Control (as
          defined below),  the Executive shall act or engage in or undertake any
          activity in breach of Clause 18 above.

22.        Change of Control

22.1       If there is a Change of Control  (as  defined  in this  Clause 22) in
           relation to the Company or Block at any time after the Effective Date
           of  this  Agreement  and  the  Company  or  any  successor   employer
           terminates   the   Employment  for  any  reason  (but  excluding  any
           termination  under  Clause 16 above or as a result  of the  permanent
           disability  or  retirement  of the  Executive),  or if the  Executive
           terminates  the  Employment for Good Reason as defined in this Clause
           22, at any time during a period which runs  continuously  from a date
           180 days  (including  weekends) prior to the completion of the Change
           of  Control  to a date  which is three  years  immediately  after the
           completion of the said


<PAGE>

           Change of Control,  then in either such case the  Employment  will be
           deemed to have been terminated because of the Change of Control.

For the purpose of this Agreement:

22.2      (a)         "Base  Compensation"  shall mean the  aggregate of the
                      remuneration paid to the Executive in accordance with this
                      Agreement during the twelve month period immediately prior
                      to (i) a Change of Control, or (ii) the termination of the
                      Employment, whichever is the higher; plus

           (b)        the  average   annual  Block   Executive   Incentive  Plan
                      bonus(es)  paid to the  Executive  during  the three  year
                      period  immediately  prior to (i) a Change of Control,  or
                      (ii) the termination of the  Employment,  whichever is the
                      higher.

22.3       "Block Group" shall include any direct  descendant of Alexander Block
           ("the Block  Family"),  any trust created for the benefit of a member
           of the Block  Family,  and any  entity or company  controlled  by the
           Block Family and/or in which the Block Family has Voting Control.

22.4       "Change of Control"  shall be deemed to occur upon the  happening  of
           any event in which the Block Group ceases to hold beneficially and of
           record more than fifty percent (50%) of the Voting  Control of Block,
           the Company or any successor  company,  or where all or substantially
           all of the assets of Block, the Company, or any successor company are
           sold,  transferred  or  otherwise  conveyed to an entity in which the
           Block Group does not have Voting  Control.  For the  purposes of this
           Agreement,  Voting  Control  shall mean the  right,  in each class of
           voting  stock,  to cast more than fifty percent (50%) of the votes on
           each matter for which a shareholder vote is required or permitted.


<PAGE>


22.5      "Good Reason" for termination by the Executive shall be deemed to have
          occurred if:

           (a)        without the express written consent of the Executive, any
                      of the events listed in Clauses 23.1 below should occur;
                      and

           (b)        the Executive  promptly  serves on the Company a notice of
                      termination  for any of the reasons listed in Clauses 23.1
                      below,  citing  any one or more of such  events  occurring
                      within the time period set forth in Clause 22.1 above.

22.6       "Effective Date" shall mean the date of this Agreement.

23.        Further Provisions Regarding Change of Control

23.1      The events  constituting  Good Reason as referred to in Clause 22.5(a)
           shall be as follows:

     (a)  assignment to the Executive of duties which are inconsistent  with the
          Executive's   position   with  the  Company  or  which   constitute  a
          significant reduction in the Executive's authority,  responsibilities,
          or status,  or any  demotion of the  Executive by the Company from any
          office or titled managerial  position held by the Executive prior to a
          Change of Control or within the time period  described  in Clause 22.1
          above,  except  if  the  Employment  is  terminated  pursuant  to  any
          provision  of  Clause  16  above  or as a  result  of the  Executive's
          permanent disability or retirement; or

     (b)  the Company  requires the  Executive  to be based  outside a radius of
          more than thirty-five (35) miles from the Executive's  principal place
          of  employment  on the date of a Change of  Control or within the time
          period described in Clause 22.1 above; or






<PAGE>



     (c)  any reduction by the Company in (i) the Executive's Base  Compensation
          or (ii) the  Executive's  eligibility  to  participate  in any Company
          bonus or other  employee  benefit  plan in  which he was  entitled  to
          participate  immediately  prior to a Change of  Control  or within the
          time period  described  in Clause 22.1 above (but  excluding  any such
          benefit  plan(s)  which the  Company or Block may  terminate  or cease
          generally for all participants); or

     (d)  a  material  reduction  in the  Executive's  bonuses  and/or  employee
          benefits in effect  immediately prior to a Change of Control or within
          the time period  described  in Clause 22.1 above.  For the purposes of
          this  subsection,  a  material  reduction  in Company  bonuses  and/or
          employee  benefits in any year shall be deemed to have occurred if the
          aggregate  amount of bonuses  paid and/or  value of employee  benefits
          provided  to   Executive  in  any  Block  fiscal  year  is  less  than
          seventy-five  percent  (75%) of the  highest  aggregate  amount of the
          Block  Executive  Incentive Plan bonuses paid and/or value of employee
          benefits  received  by the  Executive  during (i) any one of the three
          Block fiscal years immediately preceding the completion of a Change of
          Control,  or (ii) the first  complete  Block fiscal year following the
          completion of a Change of Control.

23.2       If termination of the Employment occurs on a Change of Control (other
           than if the  Employment is terminated  pursuant to Clause 16 above or
           as a  result  of  the  permanent  disability  or  retirement  of  the
           Executive),   the   Executive   shall  be  entitled  to  receive  the
           termination  benefits  under the Change of Control  Clauses 21 and 22
           above,  but in such  event the  Executive  shall not be  entitled  to
           receive any severance payments under Clause 20 of this Agreement. For
           the  avoidance of doubt,  any payment  under  Clauses 21 and 22 above
           would be in lieu of and not in  addition to payment  under  Clause 20
           above.


<PAGE>


24.        Effect of Termination

The  termination  of the  Employment  shall not prejudice any claim which either
party may have  against  the other in  respect of any  antecedent  breach of any
provision  hereof,  nor  shall  it  prejudice  the  continuance  in force of any
provision hereof which is intended to come into or continue in force on or after
such termination.

25.        Severability

The various provisions and  sub-provisions of this Agreement are severable,  and
if any provision or  sub-provision  is held to be  unenforceable by any court of
competent   jurisdiction  than  such  unenforceability   shall  not  affect  the
enforceability of the remaining provisions or sub-provisions in this Agreement.

26.        Earlier Agreements

This  Agreement  takes effect in  substitution  for all previous  agreements and
arrangements,  whether written, oral or implied,  between the Company, Block and
the Executive relating to the services of Executive, all of which agreements and
arrangements  shall be deemed to have been  terminated by mutual consent as from
the Effective Date of this Agreement.

27.        Notices

Any notice to be given hereunder shall be in writing and be sufficiently  served
in the case of the Executive by being delivered either personally to him or sent
by first class pre-paid post to his last known  residential  address,  or in the
case of the  Company  by being  sent by  registered  post or  recorded  delivery
addressed to its  registered  office.  Any such notice shall be deemed served on
delivery, or if so posted, shall be deemed served 48 hours after it was posted.


<PAGE>

28.        Governing Law

This Agreement and the  Employment  are subject to the laws of England,  and its
Courts and Tribunals shall have exclusive jurisdiction in resolving any disputes
arising.

IN WITNESS  whereof the parties hereto have executed the Agreement as a Deed the
day and year first above written


SIGNED by  ______________________
Director for and on behalf of the Company

and delivered as a Deed
in the presence of:
----------------------------------



SIGNED by the said Executive

-----------------------------------

and delivered as a Deed
in the presence of :

-------------------------------------


<PAGE>


                                  Exhibit 10(m)

                           CHANGE IN CONTROL AGREEMENT

This change in Control Agreement ("CIC Agreement") is made and entered into this
Twenty-Fifth day of June, 1998 by and between Stafford-Miller  Continental NV-SA
(hereinafter  referred  to as the  "Company"),  Whose  registered  office  is at
Nijverheidsstraat 9, 2260 Oevel, Belgium and Claus E. Blach ("Executive") having
an address at Kastanienweg 4, 64546 Walldorf, Germany.

                               STATEMENT OF FACTS

         WHEREAS,  the  company  is a  wholly-owned  subsidiary  of  Block  Drug
Company, Inc., 257 Cornelison Avenue, Jersey City, New Jersey 07302 ("Block").

         WHEREAS,  on January 30, 1990,  the company and the  Executive  entered
into a written agreement (hereinafter referred to as the "Agreement").

         WHEREAS,  the Executive  has been  appointed  Managing  Director of the
Company.

         WHEREAS,  the Company is concerned that the  possibility of a Change in
Control  (as  hereinafter   defined)  might  result  in  the  departure  of  key
individuals, including the Executive, which would be detrimental to the Company.


<PAGE>

         WHEREAS,  the Company wishes to alleviate the Executive's  concerns and
ensure the  continued  attention,  dedication  and active  participation  of the
Executive in the Company.

         WHEREAS,  the Executive is willing to continue to serve the Company but
desires  assurance  that in the event of any  Change in Control  Executive  will
continue to have the same responsibility and status in the company.

         WHEREAS  in  order  to  protect  certain  rights  and  benefits  of the
Executive in the event of a change in Control,  the parties have agreed to enter
into this CIC Agreement to provide for termination  payments and benefits to the
Executive upon the terms and conditions set forth herein.

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
contained herein, the parties hereby agree as follows:

1.  Definitions

For the purposes of this CIC Agreement:
1.1  "Affiliate" shall mean any entity which, directly or indirectly,  owns
          or controls,  is owned or controlled by, or is under common  ownership
          or control with, the

<PAGE>

         Company;

         "Base Compensation" shall mean the aggregate of:

         a)       the  applicable   director's  fee,  under  Article  3  of  the
                  Agreement,  paid to the Executive during the twelve (12) month
                  period  immediately  prior to (1) a Change in Control,  or (2)
                  the termination of the Agreement, whichever is higher; plus

         b)       the average annual  Executive  Incentive Plan bonus(es) (under
                  Article 4 of the Agreement)  paid to the Executive  during the
                  three  (3) year  period  immediately  prior to (1) a Change in
                  Control, or (2) the termination of the Agreement, whichever is
                  higher; plus

         c)       an  amount  equal to the  annualized  value of the  automobile
                  provided to Executive.  Based Compensation  excludes all other
                  benefits   and   allowances   to  which   the   Executive   is
                  contractually entitled and which are not listed above.

1.2      "Block  Group" shall include any direct  descendant of Alexander  Block
         ("the Block Family"),  any trust created for the benefit of a member of
         the Block Family

         and any entity or company controlled, directly or indirectly, by the
         Block Family


<PAGE>

         and/or in which the Block Family has Voting Control (as hereinafter
         defined).

1.4 "Effective Date" shall mean the date of this CIC Agreement.

1.5      "Voting  Control" shall mean the right,  in each class of voting stock,
         to cast more than fifty  (50%)  percent of the votes on each matter for
         which a shareholder vote is required or permitted.

2.   Termination for change in control

2.1      If the  Agreement is  terminated  as a result of a Change in Control as
         defined in clause 3.1 below, or deemed  terminated  because of a Change
         in Control under the terms of Clause 3.2 below,  the Executive  will be
         entitled to receive the following termination payments and benefits for
         a period of five (5) years from the effective date of such  termination
         ("  Termination  Date"),  or until  the  Executive  attains  the age of
         sixty-five (65), or death,  whichever occurs sooner, at which time such
         payments and benefits shall cease:

         a)       termination compensation payments equal to fifty percent (50%)
                  of Executive's Base Compensation; and the maintenance of
                  benefits under any benefit plan in place within the Company,
                  including but without limiting the generality of the
                  foregoing,

<PAGE>

                  pension,  profit sharing, bonus,  disability,  life, health or
                  other   insurance   plans,   to  extent  that  the   Executive
                  participated at the Termination  Date and subject to the rules
                  and continuation of these plans.

2.2      If any  benefits  under the plans listed in 2.1 b) are not fully vested
         or exercisable at the  Termination  Date, the company or Block will, if
         permissible under the plan rules, deem such benefits to be fully vested
         as of the  Termination  Date with any payments being made in accordance
         with the provisions of the relevant  benefit plan in effect at the time
         of vesting.

2.3      The  termination  compensation  payments under Clause 2.1 above will be
         made at  regular  intervals  as  determined  by the  company,  less any
         deductions  required by law.  Payments  under this Section 2 will cease
         and no further payments will be made or owned if, following termination
         of the Agreement in a way that triggers the  application of Clause 2.1,
         the  Executive  shall act or engage in or  undertake  any  activity  in
         breach of Section 6 or 8 below.

2.4      It is understood that this CIC Agreement is not intended to replace the
         Agreement and that the termination  compensation  payments under Clause
         2.1 above are inclusive of any  termination  or severance  allowance to
         which the Executive would be entitled by law or by the Agreement or any
         agreement with the

         Company and /or Block other than this CIC Agreement.  If such
         termination or


<PAGE>

         severance allowances would exceed the termination compensation payments
         under  Clause  2.1 above,  no  payments  will be made under  Clause 2.1
         above.

3.      Change in Control

3.1      For the purposes of this CIC Agreement,  "Change in Control" shall mean
         the  happening  of any event in which the  Block  Group  ceases to hold
         beneficially  and of record,  directly or  indirectly,  more than fifty
         (50%)  percent  of the  Voting  Control  of Block,  the  Company or any
         successor  company,  or where all or substantially all of the assets of
         Block, the Company,  or any successor company are sold,  transferred or
         otherwise  conveyed to an entity in which the Block Group does not have
         Voting Control, directly or indirectly.

3.2      Notwithstanding Clause 7.1, if there is a Change in Control (as defined
         in Clause  3.1) in  relation  to the Company or Block at any time after
         the  Effective  Date of this  CIC  Agreement  and  the  Company  or any
         successor  company   terminates  the  Agreement  for  any  reason  (but
         excluding any termination for Cause, as described in Section 4, or as a
         result of the permanent disability or retirement of the Executive),  or
         if the Executive  terminates the Agreement for Good Reason as described
         in Section 5 at any time during a period which runs continuously from a
         date one hundred and eighty (180) calendar days prior to the completion
         of the


<PAGE>


         Change in Control to a date which is three (3) years  immediately after
         the completion of the said Change in Control,  then in either such case
         the  Agreement  will be deemed to have been  terminated  because of the
         Change in Control.

3.3      For the purposes of  clarification,  a change in control of the Company
         from one member of the Block group to another member of the Block group
         shall not  constitute  a Change in Control for the purposes of this CIC
         Agreement.

4.           Termination of Clause

4.1      Termination  of the  Agreement  "for  Cause"  shall be  deemed  to have
         occurred if the Agreement is  terminated by the Company,  pursuant to a
         notice of termination, for any of the reasons set forth in Clause 4.2

4.2      The  termination of the Agreement by the Company for Cause shall be for
         nay of the following reasons:

         4.2.1    the  deliberate  and  continued  failure by the  Executive  to
                  devote  substantially  all the  Executive's  time and  efforts
                  during  regular  business  hours  (other  than as a result  of
                  illness, disability, force majeure or participation,  directly
                  or indirectly, in any litigation or other dispute

                  resolution arising out of or in any way related to Executive's
                  serving the


<PAGE>

                  Company) to the performance of the  Executive's  normal duties
                  for more than thirty (30) days after a demand for  substantial
                  performance has been made to the Executive.  Such demand shall
                  specifically  identify the manner in which the  Executive  has
                  not substantially performed such duties; or

         4.2.2    the  Executive's  being found  guilty of fraud,  embezzlement,
                  dishonesty or  defalcation  in  connection  with his Agreement
                  with or as a result of any one or more  transactions  with the
                  Company; or

         4.2.3    any gross misconduct or material neglect,  material failure or
                  refusal  to carry  out the  duties  properly  assigned  to the
                  Executive; or

         4.2.4    the damaging by the Executive of the Company's name,  business
                  interests  or  reputation  through his  actions,  omissions or
                  statements; or

         4.2.5    the  Executive's  absence from work due to ill health or other
                  incapacity  for a period  or  periods  in  aggregate  totaling
                  twenty-six (26) weeks in any twelve (12) month period.


<PAGE>


5.       Termination for Good Reason

5.1      "Good Reason" for  termination of the Agreement by the Executive  shall
         be deemed to have occurred if:

         5.1.1    without the express written  consent of the Executive,  any of
                  the events listed in Clause 5.2 below should occur; and

         5.1.2    the  Executive  promptly  serves  on the  Company  a notice of
                  termination  of the Agreement for any of the reasons listed in
                  Clause  5.2  below,  citing  any one or  more  of such  events
                  occurring  within  the time  period  set forth in  Clause  3.2
                  above.

5.2 The events  constituting Good Reason as referred to in clause 5.1.1 shall be
as follows:

         5.2.1    assignment to the  Executive of duties which are  inconsistent
                  with the Agreement or which constitute a significant reduction
                  in the Executive's authority,  responsibilities, or status, or
                  a revocation of the Executive's mandate as a Managing Director
                  prior  to a Change  in  Control  or  within  the  time  period
                  described in Clause 3.2 above, except if the Agreement is

                  terminated for Cause, or as a result of the Executive's
                  permanent disability or retirement; or

<PAGE>

         5.2.2    the  Company's  requiring  the Executive to be based outside a
                  radius  of more than two  hundred  (200)  kilometers  from the
                  Company's  location  on the date of a  Change  in  Control  or
                  within the time period described in Clause 3.2 above; or

         5.2.3  any  material  reduction  by the  Company  in (1) the
               Executive's Base Compensation,  including but not limited to, the
               Executive's eligibility to participate in the Executive Incentive
               Plan or the Special Stock Unit Plan or (2) any other benefit plan
               in which Executive was entitled to participate  immediately prior
               to a Change in  Control or within the time  period  described  in
               Clause 3.2 above.  (Such  reduction  shall not  constitute a Good
               Reason if  occurring  as a result  of the  Company's  or  Block's
               termination   or   cessation   of  a  plan   generally   for  all
               participants)  For the  purposes of this  subsection,  a material
               reduction in Executive's Base Compensation or any benefit plan in
               any year shall be deemed to have occurred if the aggregate amount
               of Base  Compensation  paid and/or value of benefits  provided to
               Executive  in any Block  fiscal  year is less  than  seventy-five
               percent  (75%)  of the  highest  aggregate  amount  of  the  Base
               Compensation  paid  and/or  value  of  benefits  received  by the
               Executive during (1) any one of the three


               Block fiscal years  immediately  preceding the completion of a
               Change in Control, or (2) the first complete Block fiscal year
               following the completion


<PAGE>


               of a Change in Control.

6.       Non-Competition

6.1      Upon termination of the Agreement by either party for any reason, other
         than due to the voluntary or compulsory liquidation of the Company (not
         being a  voluntary  liquidation  for the purpose of  reconstruction  or
         amalgamation) or the discontinuance by the Company of its business, the
         Executive shall not within any European  country for a period of twelve
         (12)  months   immediately   following  the  effective   date  of  such
         termination:

         6.1.1    either on his own  behalf  or on  behalf of any other  person,
                  firm or company,  seek to obtain orders in respect of goods or
                  services  of a  similar  description  to  those  dealt  in  or
                  provided  by the  Company or any  Affiliate,  from any person,
                  firm or  company  who at the  effective  date of or within the
                  period of twelve (12) months  prior to the  effective  date of
                  such  termination  was, to the knowledge of the  Executive,  a
                  customer of or in the habit of dealing with the Company or any
                  Affiliate (as the case may be); or

         6.1.2    represent  himself  as being in any way  connected  or  having
                  formerly been  connected with or interested in the business of
                  the Company  (other than for the  purpose of  prospective  job
                  applications); or

<PAGE>

         6.1.3    interfere  or  seek  to  interfere  with  the  continuance  of
                  supplies to the Company or any Affiliate (or the terms of such
                  supplies)  from any  supplier  who shall  have been  supplying
                  components  or  materials  or  services  to the Company or its
                  Affiliates  at any time  during the last twelve (12) months of
                  his Agreement with the Company; or

         6.1.4    solicit,  entice  or  persuade  (or  attempt  so  to  do)  any
                  employees of the Company of a managerial,  executive, sales or
                  technical grade to leave the Company's employ,  whether or not
                  any breach of contract is thereby occasioned.

7.        Term

7.1      This CIC  Agreement  shall  commence  on the  Effective  Date and shall
         continue  thereafter unless and until terminated by either party giving
         to the other not less than three (3) month's  prior  written  notice of
         termination.

7.2      Notwithstanding  Clause 7.1,  this CIC  Agreement  shall  automatically
         expire on the day that the Executive attains the age of sixty-five (65)
         or on the day the Agreement is  terminated  for Cause or as a result of
         the permanent disability or retirement of the Executive.


<PAGE>


8.       Confidentiality

8.1      The Executive shall neither while the Agreement is in effect (except in
         the proper  performance of his duties) nor at any time (without  limit)
         after the termination of the Agreement, directly or indirectly

         a)       use for his own purposes or those of any other person,company,
         business entity or other organization whatsoever, or disclose  to any
         person, company, business entity or other organization whatsoever,

         any trade  secrets or  confidential  business  information  relating or
         belonging to the Company or any of its Affiliates,  including,  but not
         limited to any such information  relating to customers,  customer lists
         or requirements,  supplier  dealings and  arrangements,  price lists or
         pricing structures, sales and marketing


         information,  business plans or dealings, employees or officers, source
         codes and computer systems, software,  financial information and plans,
         designs,  formulae,   prototypes,  product  lines,  services,  research
         activities,  any  document  marked  "Confidential"  (or with a  similar
         expression),  or any  information  which the Executive has been told is
         confidential  or which he might  reasonably  expect the  Company  would
         regard as confidential, or any information which he is aware has


<PAGE>

         been given to the Company or any of its Affiliates in confidence by
         customers, suppliers or other persons.

8.2      The  obligations  contained in Clause 8.1 above shall cease to apply to
         any  information  or  knowledge  which may  subsequently  come into the
         public domain other than by way of unauthorized disclosure.

9.       Notices

9.1      Any  notice  to  be  given   hereunder  shall  be  in  writing  and  be
         sufficiently  served in the case of the  Executive  by being  delivered
         either  personally  to him or sent by first class  pre-paid post to his
         last known residential  address, or in the case of the Company by being
         sent  by  registered  post  or  recorded  delivery   addressed  to  its
         registered  office. Any such notice shall be deemed served on delivery,
         or if so posted, shall be deemed served 48 hours after it was posted.

10.     Miscellaneous

         10.1     This CIC Agreement is not intended to and shall not affect any
                  benefits,  to which the Executive,  his heirs or beneficiaries
                  is or  are  entitled  to  upon  death,  disability,  permanent
                  disability or retirement except as expressly  provided in this
                  CIC Agreement.


<PAGE>

         10.2     Neither  this CIC  Agreement  nor any action  taken  hereunder
                  shall be construed  as  depriving  the Company of any right to
                  terminate  the  Agreement.  The Executive  acknowledges  that,
                  absent a Change in  Control,  the Company  may  terminate  the
                  Agreement  at any time with or without  cause,  and  Executive
                  shall not be entitled to any of the benefits  provided by this
                  CIC Agreement.

         10.3     This CIC Agreement is subject to the laws of Belgium,  and its
                  courts and  tribunals  shall have  exclusive  jurisdiction  in
                  resolving any disputes arising.

         10.4     The invalidity or  unenforceability  of any provisions of this
                  CIC Agreement shall not affect the validity or  enforceability
                  of any other  provision  of this CIC  Agreement,  which  shall
                  remain in full force and effect.

         10.5     The Executive shall not be required to mitigate any payment or
                  benefit   provided  for  in  this  CIC  Agreement  by  seeking
                  employment or otherwise. No payment or benefit provided for in
                  this CIC Agreement  shall be reduced by any payment or benefit
                  earned or received by Executive  from any other source  except
                  as such  reduction  may expressly be provided for elsewhere in
                  this CIC Agreement.

         10.6     No provisions of this CIC Agreement may be modified, waived or
                  discharged  unless such  modification,  waiver or discharge is
                  expressly  agreed  to  in  writing  and  signed  by  both  the
                  Executive and the Company. No waiver by the


<PAGE>

                  Executive or the Company of any breach of the CIC Agreement or
                  any condition or provision thereof shall be deemed a waiver of
                  any similar or dissimilar conditions or provisions at the same
                  or any prior or subsequent time.




<PAGE>
                                  Exhibit 10(n)

                           CHANGE IN CONTROL AGREEMENT
This Change in Control  Agreement  ("Agreement")  is made and entered  into this
_______ day of ____________ by and between Block Drug Company, Inc. (hereinafter
referred to as either  "Block" or the "Company")  having its principal  place of
business  at  257  Cornelison   Avenue,   Jersey  City,  New  Jersey  07302-9988
and____________________ ("Executive") having an
address at ________________.
                               STATEMENTS OF FACT
         A. Block is concerned  that the  possibility  of a Change in Control or
Subsequent  Change in  Control  (as  hereinafter  defined)  might  result in the
departure of key employees, includ ing the Executive, which would be detrimental
to the Company and its shareholders.
         B. Block wishes to alleviate  the  Executive's  concerns and ensure the
continued attention, dedication and active participation of the Executive in the
Company.
         C. The  Executive  is willing to  continue  to serve  Block but desires
assurance  that in the event of any Change in Control  or  Subsequent  Change in
Control he will  continue to have the  responsibility  and status in the Company
that he has earned.
         D. In order to protect  certain rights and benefits of the Executive in
the event of a Change in Control or a Subsequent Change in Control,  the parties
have agreed to enter into this  Agreement to provide for  severance  benefits to
the Executive upon the terms and conditions set forth herein.
         NOW, THEREFORE,  in consideration of the promises and mutual agreements
contained herein, the parties hereby agree as follows.


1.       DEFINITIONS
         For the purposes of this Agreement:
         1.01     "Base Compensation" shall mean the aggregate of:
                  (a) the  applicable  base salary paid to the Executive  during
the twelve  (12)  month  period  prior to (I) a Change in Control or  Subsequent
Change in Control,  or (ii) the  Executive's  termination,  whichever is higher;
plus
                  (b) the average  annual  bonuses paid to the Executive  during
the three (3) year period prior to (I) a Change in Control or Subsequent  Change
in Control, or (ii) the Executive's termination, whichever is higher.
         1.02 "Beneficial  Owner" shall have the same meaning as defined in Rule
13d-3 of the Securities Exchange Act of 1934.
         1.03 "Benefit  Plans" shall  include the  Company's  Special Stock Unit
Plan plus any employee  benefit plan defined  under Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended.
         1.04 "Block Family" shall include: Leonard Block, Adele Block, James A.
Block, Susan Stearns, individually; Adele Block, Peggy Danziger and Thomas Block
as Trustees  under an  Indenture  of Trust dated  August 7, 1957 made by Leonard
Block for the benefit of Peggy Danziger;  Adele Block, Peggy Danziger and Thomas
Block,  as Trustees  under an  Indenture  of Trust dated  August 7, 1957 made by
Leonard Block for the benefit of Thomas Block;  James A. Block, as Trustee under
an Indenture of Trust dated December 13, 1961 made by Melvin A. Block


<PAGE>



for the benefit of James A. Block; James A. Block and Susan Stearns, as Trustees
of the Trust  under  Subdivision  A of Article  Seventh of the Will of Melvin A.
Block,  deceased;  James A.  Block  and  Susan  Stearns,  as  Trustees  under an
Indenture  of Trust  dated  December  13,  1961 made by Melvin A.  Block for the
benefit of Susan Stearns;  James A. Block and Susan Stearns,  as Trustees of the
Trust  under  Subdivision  B of Article  Seventh of the Will of Melvin A. Block,
deceased; James A. Block, as Voting Trustee under a Voting Trust Agreement dated
as of January 11,  1990,  among James A. Block,  as Trustee  under  Indenture of
Trust  dated  December  13, 1961 made by Melvin A. Block for benefit of James A.
Block,  James A.  Block and  Susan  Stearns,  as  Trustees  of the  Trust  under
Subdivision A of Article Seventh of the Will of Melvin A. Block, deceased, James
A. Block and Susan Stearns as Trustees  under  Indenture of Trust dated December
13, 1961 made by Melvin A. Block for the benefit of Susan Stearns,  and James A.
Block and Susan Stearns, as Trustees of the Trust under Subdivision B of Article
Seventh of the will of Melvin A. Block,  deceased  (the  foregoing  trusts shall
collectively be referred to as the "Trusts"); any descendent,  of any degree, of
either Leonard Block or Melvin A. Block, including both natural born and adopted
children  of  Leonard  Block,   Melvin  A.  Block  or  any  descendent   thereof
("Descendent")  ; and a custodian or guardian of a minor  Descendent,  who is an
adult Descendent.
         1.05 "Block Group" shall  include the Block  Family,  any trust created
for the  benefit  of a member  of the Block  Family  and any  entity or  company
controlled by the Block Family and in which the Block Family has Voting Control.
         1.06 "Change in Control" shall be deemed to occur upon the happening of
any event in which the Block  Group  ceases to hold  beneficially  and of record
more than  fifty  (50%)  percent of the  Voting  Control  of the  Company or any
successor  company,  or where all or  substantially  all of the assets are sold,
transferred or otherwise conveyed to an entity in which the Block Group does not
have Voting Control.
         1.07  "Chief  Executive  Officer"  shall  mean the  Office of the Chief
Executive or such other person(s) performing the duties of the Chief Executive.
         1.08  "Date  of  Termination"  shall  mean the  date  specified  as the
Executive's  last day of employment in the Notice of Termination.  If the Notice
of  Termination  is given  pursuant  to Sec tion 3 of this  Agreement,  the date
specified in the Notice of  Termination  shall not be less than thirty (30) days
from the date such notice is given pursuant to subsection  10.09.  If the Notice
of Termination is given pursuant to subsection  2.01(a) of this  Agreement,  the
date specified in the Notice of Termination  must be at least one hundred eighty
days (180) from the date on which a Change in Control or a Subsequent  Change in
Control  occurred  but in no event  less than sixty (60) days from the date such
notice is given  pursuant to subsection  10.09.  If the Notice of Termination is
given pursuant to Section 4 of this Agreement,  the date specified in the Notice
of Termination  shall not be less than sixty (60) days from the date such notice
is given pursuant to subsection  10.09. If the Notice of Termination is given by
the  Company  for any reason  except  "for Cause" (as defined in Section 3), the
date  specified in the Notice of  Termination  shall not be less than sixty (60)
days from the date such notice is given  pursuant to  subsection  10.09.  In the
event of a dispute of any Notice of Termination,  the Date of Termination  shall
be the date  determined by dispute  resolution  in accordance  with Section 8 of
this Agreement.
         1.09 "Expiration  Date" shall mean December 31, 1995 and any subsequent
date to which this  Agreement has been extended in accordance  with Section 6 of
this Agreement.
         1.10 "Notice of Termination"  shall mean a written notice setting forth
in  reasonable  detail the facts and  circumstances  which are the basis for the
termination given by either



<PAGE>



     (a) the  Company to the  Executive  pursuant  to Section 3 or for any other
reason or no reason ; or
     (b) the  Executive  to the Company  pursuant to either  subsection  2.01 or
Section  4. 1.11  "Permanent  Disability"  shall  mean the  total and  permanent
incapacity  of the  Executive  prior to  Retirement  that would  qualify  him to
receive  disability  benefits under the Federal Social Security Act as of a date
which is within one (1) year after his last day of active employment.
         1.12 "Retirement"  shall mean voluntary  termination in accordance with
the Company's retirement policy, generally applicable to its salaried employees,
or in accordance with any
retirement arrangement between the Executive and the Company.
         1.13     "Subsequent Change in Control" shall be deemed to occur upon
                  (a) a Change in Control, and
                  (b) any of the following:
               (i) Any  entity or person  (which  theretofore  was a  Beneficial
          Owner of less than twenty (20%)  percent of each class of voting stock
          of the Company) becomes the Beneficial Owner,  directly or indirectly,
          of twenty (20%)  percent or more of the  combined  voting power of the
          Company's then outstanding stocks; or
               (ii) The Company's merger or consolidation with or into any other
          entity;
or
               (iii) The  disposal  by the  Company of a business or division of
          the Company  pursuant to a partial or complete merger or consolidation
          with  liquidation of the Company,  a sale of assets of the Company,  a
          sale of  assets  of the  Company  or  otherwise.  Notwithstanding  the
          foregoing, a Subsequent Change in Control shall only be deemed to have
          occurred  if (x)  the  Executive  is  actually  employed  in or by the
          disposed  business  or  division  or (y)  such  disposed  business  or
          division  constitutes  more than ten (10%)  percent  of the  assets or
          accounts  for-more  than  ten  (10%)  percent  of the  revenue  of the
          Company; or
               (iv)  Fifty  (50%)  percent  or  more  of  the   individuals  who
          constitute  the current Board of Directors  were not directors  during
          the preceding year.
         1.14  "Voting  Control"  shall mean the right,  in each class of voting
stock,  to cast more than fifty  (50%)  percent of the votes on each  matter for
which a shareholder vote is required or permitted.
         1.15 "Year"  shall mean  twelve  consecutive  (12) months  unless
          otherwise defined.
2.       ELIGIBILITY
         2.01 If a Change in Control  or a  Subsequent  Change in Control  shall
have occurred during the term of this Agreement, the Executive shall be eligible
for benefits hereunder if:
                  (a) within one (1) year of a Change in Control or a Subsequent
Change in Control,  unless otherwise  provided in subsection 7.01, the Executive
notifies the Company in writing that he is terminating his employment; or
                  (b)  within  three  (3)  years of a  Change  in  Control  or a
Subsequent Change in Control,  the Executive terminates his employment for "Good
Reason" (as defined in Section 4).

         2.02 The  Executive  shall be eligible  for  benefits  hereunder if the
Company  terminates  the  Executive's  employment,  unless such  termination  is
because of death,  Retirement,  Permanent Disability or "for Cause", (as defined
in Section 3) within any period which commences on a date


<PAGE>



which is one hundred  eighty (180) days prior to the execution by the Company of
a definitive  agreement,  the consummation of which would constitute a Change in
Control or a Subsequent  Change in Control  under this  Agreement  and ends on a
date which is three (3) years after a Change in Control or a  subsequent  Change
in Control.
3.       TERMINATION FOR CAUSE
         3.01  Termination  of the  Executive  for Cause shall be deemed to have
         occurred if: (a) the Executive is  terminated by the Company,  pursuant
         to a Notice of Termination,
for any of the reasons set forth in subsections 3.02(a) or 3.02(b); and
         (b) the  Board of  Directors  adopts a  resolution  setting  forth  the
particulars of the  Executive's  conduct,  finding him guilty of the conduct set
forth in either  subsection  3.02(a) or 3.02(b) and  terminating his employment.
Such  resolution  must  be  adopted  at a  meeting  of the  Board  of  Directors
specifically called and held for such purpose.
         3.02 The Executive's  termination by the Company for Cause shall be for
either of the following reasons:
         (a) the  deliberate  and  continued  failure by the Executive to devote
substantially all the Executive's time and efforts during regular business hours
(other than as a result of illness,  disability, force majeure or participation,
directly or indirectly,  in any litigation or other dispute  resolution  arising
out of or in any way related to  Executive's  employment  by the Company) to the
performance  of the  Executive's  normal  duties for more than  thirty (30) days
after a demand for substantial performance has been made to the Executive by the
Chief Executive Officer.  Such demand shall specifically  identify the manner in
which the Executive has not substantially performed such duties; or


                  (b) the Executive  being found guilty of fraud,  embezzlement,
dishonesty or defalcation in connection with his employment by or as a result of
any one or more transactions with the Company.
3.03 For  purposes of this  Section 3, no act, or failure to act, on the part of
     the Executive shall be considered  'deliberate"  unless done, or omitted to
     be done,  by the Executive in bad faith and without the  reasonable  belief
     that such action or omission was in the best interests of the Company.
4.       TERMINATION FOR GOOD REASON
         4.01     "Good Reason" for termination by the Executive shall be deemed
to have occurred if:
                  (a)      without the express written consent of the Executive
any of the events listed in subsections 4.02(a) through (e) occur; and
                  (b) the  Executive  gives the Company a Notice of  Termination
for any of the reasons listed in subsections  4.02(a)  through (e) within any of
the time periods set forth in subsec tion 2.02, as the case may be.
                  4.02  Subject to  subsection  4.01 above,  the  Executive  may
terminate  his  employment  for Good  Reason upon the  occurrence  of any of the
following events:
                  (a) any  assignment  to the  Executive of any duties which are
inconsistent with the Executive's  position with the Company or which constitute
a  significant  reduction in the  Executive's  authority,  responsibilities,  or
status,  or any  demotion of the  Executive  by the  Company  from any office or
titled managerial position (other than as a director of the Company) held by the
Executive  prior to a Change in  Control  or a  Subsequent  Change in Control or
within


<PAGE>



any of the time periods  described in subsection 2.02, except in connection with
the termination of the Executive's  employment  either by the Company for Cause,
or as a result of the Executive's Permanent Disability or Retirement; or
           (b) the  Company's  requiring  the  Executive  to be based  more than
thirty-five (35) miles from the Executive's principal place of employment on the
date of a Change in Control or a  Subsequent  Change in Control or within any of
the time periods described in subsection 2.02; or
           (c)  any  reduction  by the  Company  in  (i)  the  Executive's  Base
Compensation or (ii) the Executive's  eligibility to participate in any bonus or
other Benefit Plan in which he was entitled to participate  immediately prior to
a Change in Control or a Subsequent  Change in Control or within any of the time
periods  described  in  subsection  2.02;  or (d) a  material  reduction  in the
Executive's  benefitsin  effect  immediately  prior to a Change in  Control or a
Subsequent  Change in  Control or within any of the time  periods  described  in
subsection  2.02, or  perquisites  as a whole,  whether or not under any Benefit
Plan of the Company. For the purpose of this subsection, a material reduction in
bonuses  and/or other Benefit Plan, in any year shall be deemed to have occurred
if the  aggregate  amount of bonuses paid and/or  value of benefits  provided to
Executive  in any year is less than  seventy-five  (75%)  percent of the highest
aggregate  amount of bonuses  paid  and/or  value of  benefits  received  by the
Executive  during (i) any of the three most recent  years  preceding a Change in
Control or a Subsequent Change in Control, or (ii) any calendar year following a
Change in Control or a Subsequent Change in Control; or
           (e) the  Company  requiring  the  Executive  to travel  for  business
purposes more than ten (10) weeks in any calendar year.

5.    BENEFIT
      5.01 Amount and Schedule of Benefit  Payments.  If the  Executive  becomes
eligible  pursuant to Section 2 of this  Agreement,  the Company  shall  provide
severance pay and benefits,  as described in subsections  (a) through (e) below,
to the Executive.
           (a) Accrued Salary.  Any accrued salary not yet paid to the Executive
for services  performed  prior to the Date of  Termination  shall be paid within
fifteen (15) calendar days fol lowing the Date of Termination.
           (b)  Vacation  Pay. The  Executive  shall be  reimbursed  at his base
salary  rate in  effect  immediately  prior to the Date of  Termination  for all
unused  vacation and personal days for the twelve month period prior to the Date
of  Termination  and any and all other  accumulated  vacation and personal  days
carried forward in accordance with Company policy, including any unused vacation
and  personal  days which would have been  carried  forward  except for a policy
change  made (I) after a Change in  Control or  Subsequent  Change in Control or
(ii)  within  one  hundred  eighty  (180)  days  prior to a Change in Control or
Subsequent  Change in  Control.  All such  amounts  shall be paid not later than
fifteen (15) calendar days following the Date of Termination.
           (c) Severance  Pay. The Executive  shall be paid an annual  severance
payment equal to one-half the Base  Compensation  for a period of five (5) years
or until the Executive attains the age of sixty-five, whichever occurs first, at
which time all such payments  shall cease.  The first annual  severance  payment
shall be made within fifteen (15) days following the Date of Termination and all
subsequent  payments  shall  be made on the  anniversary  date  thereof.  If the
anniversary date falls on a weekend or holiday, the payment shall be made on the
prior  business  day.  In the  event  that  the  Executive  attains  the  age of
sixty-five  within five (5) years of the first  annual  severance  payment,  his
final annual severance payment, payable on the anniversary date


<PAGE>



after he attains the age of sixty-four,  shall be prorated based upon the number
of  days  that  will  elapse  from  said  anniversary  date  to the  date of his
sixty-fifth birthday over three hundred sixty-five (365) days.

(d)        Insurance Benefits.
                  (i) For five (5) years  following the Date of  Termination  or
until the Executive  attains the age of sixty-five,  whichever occurs first, the
Company shall either:
         (x) maintain in full force and effect for the continued  benefit of the
Executive and eligible  dependents all life,  disability,  accident,  and health
plans and other employee  welfare benefit plans to the extent that the Executive
and/or any eligible dependents participated at the time of termination; or
         (y)     provide the Executive and such eligible dependents with insured
benefits  equal in all  material  respects  to those  which he and his  eligible
dependents  would have been  entitled  to receive  under such  employee  welfare
benefit plans. The Company shall determine,  in its sole discretion,  the manner
in which it shall  provide  insurance  benefits to the  Executive  and  eligible
dependents.  However,  in the event of the  Executive's  employment  by  another
employer,  the benefits,  including the retired employee benefits referred to in
subparagraph  (ii) below,  shall cease to be  provided  hereunder  to the extent
provided by the new employer.
                (ii) The  Executive  shall,  after the time  period set forth in
subsection  5.01(d)(I),  continue  to be  eligible  for  the  highest  aggregate
benefits  provided to retired  employees  of the Company  which  either  existed
during (x) either of the two most recent years  preceding a Change in Control or
a Subsequent  Change in Control,  or (y) any calendar year following a Change in
Control or a Subsequent Change in Control. (e) Benefit Plans.
                (i) In the event the  Executive is entitled to any severance pay
benefits  under the terms of this  Agreement,  it is intended that the Executive
receive  additional  credit under the terms of any Benefit Plans of the Company,
other than the Company's Special Stock Unit Plan, as a result of these severance
payments.  In order to accomplish this, a computation of the benefits under each
such benefit plan shall be made as if the Executive had continued as a full-time
employee of the Company,  at a  compensation  rate equal to two times the annual
severance pay rate under this Agreement,  paid for a period of five (5) years or
until the Executive attains the age of sixty-five (65),  whichever occurs first.
The determination of the additional  benefit,  if any, shall be made pursuant to
subparagraph (ii) below.
                (ii) The  additional  benefits  payable by the Company,  if any,
under this subsection  5.01(e) shall be equal to the excess,  if any, of (x) the
benefits  which would have been paid under such  Company  benefit  plan or plans
determined in accordance with the terms of subparagraph (i) above,  less (y) the
actual  benefits paid or payable under such benefit plan or plans without regard
to subparagraph (i) above.
                (iii) The payment of additional benefits,  if any, determined in
accordance with this  subsection  5.01(e) shall be made within fifteen (15) days
of such determination.
         (f) Vesting of Benefits.  For the purposes of this subsection  5.01(f),
"At Risk" shall mean not fully vested,  not fully exercisable  and/or subject to
forfeiture  restrictions.  To the extent that any benefit to which the Executive
is entitled under any of the various Benefit Plans of the Company as of the Date
of  Termination  are At Risk,  or become  At Risk by  virtue of the  Executive's
termination,  the Company  shall deem such benefits to be fully vested and shall
pay the Executive the fair market cash equivalent for all such At Risk benefits.
Such payment shall be made in accordance with the


<PAGE>



terms of each Benefit Plan in  existence  on the Date of  Termination,  provided
that such payment terms are no less  favorable to the  Executive  than the terms
existing  as of the  date of  this  Agreement.  The  determination  of the  cash
equivalent  for all At Risk  benefits  shall  be  made,  in good  faith,  by the
majority  of the entire  membership  of the Board of  Directors  then in office.
Notwithstanding  the foregoing,  to the extent that any benefits  referred to in
this  subsection  5.01(f)  are no longer At Risk as of the Date of  Termination,
this subsection  shall in no way change,  modify or alter such benefits and such
benefits  shall only be payable in  accordance  with the plans by which they are
governed.
6.       TERM

         6.01 This Agreement  shall commence on the date hereof and shall expire
on the  Expiration  Date or on the day that  the  Executive  attains  the age of
sixty-five, whichever occurs first.
         6.02 Beginning  December 31, 1991 and on each December 31st thereafter,
the term of this Agreement shall automatically be extended for an additional one
(1) year beyond the then  Expiration  Date unless prior to such date the Company
shall have given the Executive written notice of its election not to extend this
Agreement. By way of example, if the Company has not given written notice to the
Executive by December 31, 1991 that it elects not to extend this  Agreement,  on
such date the term of this Agreement shall be extended until December 31, 1996.

         6.03     If a Change in Control or a Subsequent Change in Control shall
have occurred while this Agreement is in effect, the term of the Agreement shall
automatically  be extended  for three (3) years  beyond the  Expiration  Date in
effect at the time of the Change in Control or the Subsequent Change in Control.
7.    SUCCESSORS; BINDING AGREEMENT
         7.01 In the  event of a Change in  Control  or a  Subsequent  Change in
Control, the Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, to expressly assume and agree to maintain
this  Agreement,  for a  minimum  period  of three  (3)  years  beyond  the then
Expiration Date in the same manner and to the same extent that the Company would
be required to maintain this Agreement if no such succession had taken place. If
the  Company  fails  to  obtain  such  assumption  agreement  by the time of the
effectiveness of any such succession, the time period in which the Executive may
terminate his employment  pursuant to subsection  2.01(a) shall be extended to a
period of three (3) years  after the date on which any such  succession  becomes
effective.  Any  successor to any business  and/or  assets of the Company  which
executes and delivers the assumption agreement provided for in this Section 7 or
which otherwise  becomes bound by all the terms and provisions of this Agreement
by the terms hereof or operation of law shall thereafter be included in the term
"Company" as used in this Agreement.
      7.02 All rights of the Executive  hereunder  shall inure to the benefit of
and be  enforceable  by  the  Executive's  personal  or  legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees. If the Executive should die prior to receiving all amounts of benefits
payable hereunder,  all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's  devisee,
legatee, or other designee or, if there be no such designee,  to the Executive's
estate. TERMINATION OF DISPUTES
      8.01 Either the  Company or the  Executive  may in good faith  dispute any
Notice of Termination under this Agreement or any determination of any amount or
benefit payable hereunder. if notice of such dispute is given, the Company shall
continue to pay the Executive's full


<PAGE>



compensation and benefits in effect immediately prior to the Date of Termination
until final  resolution of the dispute.  Payments or benefits so provided  until
such final  resolution  shall be in addition to all others  provided  under this
Agreement.
         8.02 Any provision  regarding dispute resolution  notwithstanding,  the
Executive  may  bring a court  action  for an  order  for  specific  performance
requiring the Company to make all payments pursuant to subsection 8.01.
      8.03 In  order  to  resolve  disputes  between  the  parties  effectively,
efficiently,  and at the least  cost and  inconvenience,  the  parties  agree to
resolve all disputes relating to or arising out of this Agreement or its subject
matter as set forth in this Section 8.
         8.04  Notice of demand  for a meeting of the  parties  to  discuss  and
settle a dispute(s) ("Notice of Meeting") may be given by any party. Such notice
shall be in  writing.  The Notice of Meeting  shall set a date at least five (5)
business  days  but no more  than ten (10)  business  days  from the date of the
Notice of Meeting on which the parties shall meet during normal  business  hours
at the  Company's  offices in Jersey City,  New Jersey.  If within five (5) days
after the date of the meeting the parties  have not  resolved  their  dispute(s)
then the parties shall proceed pursuant to subsection 8.05.
      8.05  Any  dispute  not  otherwise   resolved  pursuant  to  the  previous
subsections of this Section 8 shall be resolved by means of alternative  dispute
resolution,  as provided  in the New Jersey  Alternative  Procedure  for Dispute
Resolution Act,  N.J.S.A.  2A:23A-1 et seq. (the "Act").  The parties  expressly
waive the right to resolve all  claims,  disputes  and issues  arising out of or
relating to this  Agreement by means of  traditional  litigation,  including the
right to appeal except as provided in the Act or in subsection 8.02.
      8.06  Notice of a demand  for  resolution  of a  dispute  under the Act (a
"Notice of Dispute,,)  shall be given by either  party.  Such notice shall be in
writing, and shall specify the issue or issues which are subject to dispute.
         8.07 (a)  Within  fifteen  (15) days after a Notice of Dispute is given
each party shall  select  four (4)  prospective  umpires  from among the persons
listed in  subsections  (i)  through  (iv)  below.  In  addition  to meeting the
requirements of said subsections,  each prospective umpire must also satisfy the
requirements described in subsection 8.07(C) below. Prospective umpires are:
                (i) any retired judge of the United States District Courtfor the
                District of New Jersey;
                (ii) any  retired  judge of the New Jersey  Superior  or Supreme
                Court;  (iii) any attorney  licensed to practice in the State of
                New Jersey who has actually practiced law  for  more  than
                fifteen  (15)  years  and  specialized  in litigation  or
                contracts;  and (iv)  other  persons  with  such qualifications
                upon which the parties agree.
           (b)  Within  fifteen  (15) days after  each  party has  selected  its
prospective  umpires  the  parties  shall agree to one (1) umpire from among the
eight (8) prospective umpires to hear the dispute.
           (c) In addition to the  requirements  described in  subsection
8.07(a) above, each prospective umpire selected must:
                (i) be free of any  potential  for bias or  conflict of interest
with respect to either of the parties,  directly or indirectly,  or by virtue of
any  direct  or  indirect  financial  interest,  family  relationship  or  close
friendship; and
                (ii) be in a position to immediately hear the dispute and render
a resolution within the time specified in subsection 8.11 below.
           (d) If an umpire is not selected within the period of time specified
in


<PAGE>



subsections  8.07(a) or 8.07(b)  above,  each  party will  designate  one of the
prospective  umpires;  the two  prospective  umpires  designated  by the parties
shall, within fifteen (15) days, jointly select the umpire. Such selection shall
be in accordance with the requirements of subsections 8.07(a) and 8.07(c) above.
                8.08 The proceeding for the alternative  resolution of a dispute
(the  "ADR  Proceeding")  shall be held at a  location  within  the State of New
Jersey selected by the umpire.  The ADR Proceeding  shall commence no later than
forty (40) days after the Notice of Dispute is given.
                8.09 All fees and expenses  associated  with the ADR  Proceeding
(including transcripts, room rental and fees of the umpire) shall be paid by the
Company.  The fees  payable to the umpire shall be the usual hourly rate of such
umpire for consulting or dispute resolution services.
                8.10 Where appropriate  under applicable New Jersey  substantive
and procedural  law, the umpire shall have full and complete  authority to award
provisional  relief,  whether  on an ex  parte  basis  or  otherwise,  upon  the
commencement of an ADR Proceeding, in accordance with the provision of the Act.
                8.11 The  umpire  shall  render a decision  within a  reasonable
time,  but in no event later than sixty (60) days after the final oral testimony
is taken or the final  briefs  are filed.  Notwithstanding  the  foregoing,  any
decision  must be rendered  within six (6) months from the date of the Notice of
Dispute.
                8.12 Except as  otherwise  provided in this  Agreement,  the Act
shall govern the procedures and methods for any ADR Proceeding.
                8.13 In  order  to  facilitate  the  expeditious  resolution  of
disputes,  the parties agree that no party shall object to the other party being
represented by counsel of its choice, whether or not such counsel is admitted to
practice law in New Jersey.
                8.14 If the  parties  mutually  agree in  writing  to extend any
deadline  set forth in this  Section 8, all other  deadlines  shall be  extended
correspondingly.
9.              CONFIDENTIALITY AND NON-DISCLOSURE
         9.01 The Executive  acknowledges that his relationship with the Company
has been and shall  continue to be one of trust and  confidence  and that during
the period of his employment with the Company,  he has been and will continue to
be exposed and  permitted  access to  confidential  information  concerning  the
nature and operation of the Company's  business,  including but not  necessarily
limited  to the  Company's  records  of sales,  customers,  sources  of  supply,
computer  programs,  manuals,  documentation  as well  as  other  technical  and
non-technical  information.  The Executive further acknowledges that all of such
confidential  information  constitutes a valuable  asset of the Company and that
the unauthorized  disclosure and/or improper use of such information would cause
irreparable damage and harm to the Company.
      9.02  Unless the  confidential  information  was  previously  known by the
Executive  free of any  obligation  to keep it  confidential  or has  been or is
subsequently  made public by the Company or a third party  (provided  such third
party is not in breach of an obligation  not to disclose),  the Executive  shall
not,  during or after his employment,  in whole or in part,  disclose any of the
confidential  information  described  in  subsection  9.01 to any person,  firm,
corporation,  association, or other entity for any reason or purpose whatsoever;
nor shall the Executive make use of any such information for his own purposes or
for the benefit of any person, firm, corporation,  association,  or other entity
(except the Company) under any circumstances.
10.     MISCELLANEOUS


<PAGE>


            10.01 This  Agreement  is not  intended  to and shall not affect any
benefits, to which the Executive,  his heirs or beneficiaries is or are entitled
to upon  death,  disability,  Permanent  Dis  ability  or  Retirement  except as
expressly provided in this Agreement.

         10.02  The  Executive's  right to give a Notice of  Termination,  if he
becomes  eligible for benefits  during the term hereof  pursuant to  subsections
2.01, 2.02 or Section 4 of this  Agreement,  shall expire ninety (90) days after
the Expiration Date.
         10.03 Any and all rights and benefits  which shall have accrued  during
the term of this Agreement,  including  without  limitation,  any extensions and
rights under subsection 10.02, shall survive the expiration of this Agreement.
         10.04 No  amount  payable  under  the  Agreement  shall be  subject  to
assignment,  transfer,  sale, pledge,  encumbrance,  alienation or charge by the
Executive or the beneficiary of the Executive except as may be required by law.
         10.05 Neither this  Agreement nor any action taken  hereunder  shall be
construed as giving the  Executive the right to be retained in the employ of the
Company.  The  Executive  acknowledges  that  absent a Change  in  Control  or a
Subsequent  Change  in  Control,  the  Company  may  terminate  the  Executive's
employment  at any time with or without  cause,  and he shall not be entitled to
any of the benefits provided by this Agreement.
         10.06 Payments of benefits  under this Agreement  shall be made in lieu
of  payments  of any  severance  benefits  of a  type  similar  to the  benefits
described  in  subsections  5.01(c)(d)  and (e) that may be  offered  under  any
written or unwritten severance pay policy maintained by the Company.
         10.07 This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New Jersey without regard to its conflicts of laws
provisions.  Except  as to  matters  that  are  resolved  outside  of  court  in
accordance with Section 8, the parties hereby  irrevocably  submit themselves to
the  jurisdiction  of the  courts  of the State of New  Jersey  and to the juris
diction of the United States District Court for the District of New Jersey,  for
the  purposes of any suit,  action or other  proceeding  arising out of or based
upon this Agreement. The parties hereby waive and agree not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding,  any
claim  that  they  are  not  subject  personally  to  the  jurisdiction  of  the
above-named  courts,  that their property is exempt or immune from attachment or
execution,  that the suit,  action or proceeding  is brought in an  inconvenient
forum,  that venue of the suit,  action or proceeding  is improper.  Each of the
parties hereby  appoints,  the Secretary of State of New Jersey and the Clerk of
the United  States  District  Court for the  District  of New Jersey as its duly
appointed  agents for the receipt and  acceptance  on their behalf of service of
summonses  and other  legal  process.  Service  of any legal  process  upon said
Secretary of State or said Clerk shall be deemed sufficient  service of process;
provided,  that  concurrently  with such service of process,  notice of any such
suit,  action or  proceeding is given to Executive and the Company in the manner
set forth in subsection 10.09 herein.
      10.08  The  invalidity  or  unenforceability  of any  provisions  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
      10.09 Any notice or other  communication  provided  for in this  Agreement
shall be in writing and,  unless  otherwise  expressly  stated herein,  shall be
deemed to have been given when delivered  personally,  sent by overnight courier
or mailed by United States  registered mail, return receipt  requested,  postage
prepaid  addressed (in the case of the Executive) to the Executive's  resi dence
with a copy to the office at which the Executive is employed and (in the case of
the  Company)  to its  principal  executive  offices,  attention  of  the  Chief
Executive Officer.
      10.10 The  Executive  shall not be  required  to  mitigate  any payment or
benefit provided for in this Agreement by seeking other employment or otherwise.
No payment or benefit  provided  for in this  Agreement  shall be reduced by any
payment or benefit  earned or received by Executive from any other source except
as such reduction may expressly be provided for elsewhere in this Agreement.
         10.11 No  provisions  of this  Agreement  may be  modified,  waived  or
discharged unless such modification,  waiver or discharge is expressly agreed to
in writing and signed by both the  Executive  and the Company.  No waiver by the
Executive  or the Company of any breach of the  Agreement  or any  condition  or
provision  thereof  shall be  deemed  a waiver  of any  similar  or dis  similar
conditions or provisions at the same or any prior or subsequent time.
      10.12 Section and subsection  headings  contained in the Agreement are for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
      the 12th day of April 1991.

WITNESS OR ATTEST:                                     BLOCK DRUG COMPANY, INC.



________________________                               By:___________________


-----------------                                         ---------------------



                                      -25-



<PAGE>


                                  EXHIBIT 10(o)

                  EXTRAORDINARY DEFERRED COMPENSATION AGREEMENT


This Extraordinary Deferred Compensation Agreement ("the 1997 EDCA") is made and
entered into this 1st day of May, 1997 ("the  Effective  Date"),  by and between
Block Drug Company,  Inc.  (hereinafter referred to as the "Company") having its
principal  place of business at 257 Cornelison  Avenue,  Jersey City, New Jersey
07302-9988,  and Melvin Kopp ("Participant") having an address at 17 Weber Road,
West Orange, NJ 07052.

                               STATEMENTS OF FACT

         A. Participant and Company have entered into a consulting  agreement as
of the Effective Date ("the 1997  consulting  Agreement"),  whereby,  as part of
Participant's  remuneration  as a  consultant  Company  has  agreed  to  provide
Participant  extraordinary  deferred  compensation  ("EDC")  in a  manner  which
mirrors the Company's Special Stock Unit Plan ("SSUP").

         B. Except as provided herein, as used in this 1997 EDCA the capitalized
terms  and the  referenced  Sections  shall be the same as  those  set  forth in
Section B of the Company's  Special Stock Unit Plan (SSUP),  as amended  January
31, 1997(Plan).

         C. Participant,  who is not a Participant in the SSUP, and whose normal
retirement  date was  February 28, 1995,  will  receive  Extraordinary  Deferred
Compensation  Awards (" EDCAs") in accordance  with the procedures used to issue
Awards to  Participants in the SSUP. The deferred  compensation  amount from the
EDCAs shall be calculated as provided in Section F of the SSUP,  and Awards will
vest as provided in Section F of the SSUP. Payment of the deferred  compensation
amount  shall be paid thirty days after the EDCAs become  fully  vested.  In all
other respects the provisions of the SSUP will apply except for the provision in
Section H paragraph 5 regarding the payment of the deferred  compensation amount
when a participant's  normal retirement date is reached.  [The attached Schedule
"A"  lists the EDCA,  their value,  the number of EDC Units and their  effective
date.

         D. Company believes  Participant has made significant  contributions to
the success of its business,  and it is in the best  interests of the Company to
insure the continued  attention,  dedication,  and active  participation  of the
Participant  in the Company by granting to  Participant  Extraordinary  Deferred
Compensation Awards (hereinafter "EDCA") under certain conditions.

         E. The amount of the EDCA will be translated into a hypothetical number
of Special  Stock  Units  called EDCA Units  which will  appreciate  in value as
though the EDCA Units were Special Stock Units.



         F. The method of calculating the appreciation in the value of the EDCA
Units will be


<PAGE>


identical  to the method used in the Plan for  determining  the value of Special
Stock Units.

         G. The deferred  compensation  resulting from the  appreciation  of the
EDCA will be paid upon the earlier of: (a) when the EDCA becomes fully vested in
five (5) years from the  effective  date of the EDCA,  or (b) one (1) year after
the 1997  Consulting  Agreement  terminates.  If subparagraph  (b) applies,  the
appreciation  in value of the EDCA will be  calculated  only  until the date the
1997 Consulting Agreement terminates,  thereafter only interest as calculated by
the SSUP will be added to the deferred compensation amount until it is paid.

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
contained herein, the parties hereby agree as follows:

     1.  Participant  agrees to serve the Company  and  provide his  specialized
knowledge and unusual  abilities with respect to the business and affairs of the
Company.

     2.  The Company hereby grants to Participant EDCAs as follows.
                                                                   Base
                  Date of       No. Of        Period            Amount of
                   Award         Units         Value               Award

                  2/28/95       6,059         $91.10             $551,900
                 12/16/95         600         $93.20             $ 55,900


         All other  terms and  conditions  of the  Special  Stock Unit Plan,  as
amended January 31, 1997, will remain in full force and effect.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the 1st day of May, 1997.

_______________________                        By:__________________________
    Witness                                              Melvin Kopp


Block Drug Company, Inc.

_______________________                        By:___________________________
    Witness                                              James Block
                                                      Chairman of the Board






<PAGE>
                                  Exhibit 10(p)

                EXTRAORDINARY DEFERRED COMPENSATION AGREEMENT #2


This Extraordinary Deferred Compensation Agreement ("the 2000 EDCA") is made and
entered into this 24th day of May, 2000 ("the Effective  Date"),  by and between
Block Drug Company,  Inc.  (hereinafter referred to as the "Company") having its
principal  place of business at 257 Cornelison  Avenue,  Jersey City, New Jersey
07302-9988,  and Melvin  Kopp ("MK")  having an address at 17 Weber  Road,  West
Orange, NJ 07052.


                               STATEMENTS OF FACT


         A.  On May 1,  1997  the  Company  and MK  entered  into  that  certain
consulting  agreement  between MK and Company ("the 1997 Consulting  Agreement")
whereby,  as part of MK's  remuneration  as a consultant,  the Company agreed to
grant to MK  Extraordinary  Deferred  Compensation  ("EDC")  in a  manner  which
mirrored the Company's Special Stock Unit Plan ("SSUP").


     B. Also on May 1, 1997,  the Company and MK entered  into an  Extraordinary
Deferred  Compensation  Agreement,  as amended  whereby  Extraordinary  Deferred
Compensation
Awards("EDCAs") were awarded to MK as follows:
                                                    Base           Amount
Date of Award                  # of Units      Present Value     of Award*
-------------                  ----------      -------------     --------
 2/28/95                          6,059            91.10         $551,975
12/16/95                            600            93.2           $55,920
 9/14/98                          1,967           105.28         $207,086

*Due to rounding these amounts were originally written as $551,900,  $55,900 and
$207,000, respectively.


  C. On April 1, 1999 the SSUP was amended to allow award  recipients to make an
election to receive replacement awards in the same dollar amount as the original
amount of the award in either the form of replacement  Special Stock Unit Awards
under  the SSUP or in the form of  replacement  Stock  Option  Awards  under the
Company's  Stock Option Plan dated May 27,  1998,  and any  amendments  thereto,
("the SOP").

  D. In  accordance  with the EDCA,  the 2/25/95 award to MK became fully
vested as of 3/31/00  and a payment  will be made to MK on 6/01/00 in the amount
of  $193,658.60,  plus interest and less  applicable  deductions.  Mirroring the
SSUP,  Mk has elected to receive a  replacement  award for the 2/25/95 award and
all other EDCAs in a form which mirrors a replacement Option under the




<PAGE>

SOP, and the Company has agreed to provide MK replacement  awards for the vested
and  paid  EDCAs  in the  form  of  Extraordinary  Deferred  Compensation  Stock
Appreciation  Rights ("the SARs") which shall mirror replacement Options granted
under the SOP.

  E. Except as  provided  herein,  as used in this 2000 EDCA the  capitalized
terms shall be the same as those set forth in Section B of the SOP.

  F. MK, who is not a participant in the SOP, and whose normal retirement
date was February 28, 1995,  will receive SARs in accordance with the procedures
used to issue replacement Options to participants in the SSUP who are to receive
replacement  Options  instead of  replacement  Special  Stock Unit  awards.  The
deferred  compensation amount from the SARs shall be equal to the spread between
the issue price of the SARs and the exercise  price when the SARs are vested and
Participant  notifies  the Company in writing of his  decision  to exercise  his
SARs.

   G. The amount of the additional EDC contemplated under this Agreement will be
translated into a hypothetical number of Options called SARs which will vest in
accordance with the terms of the SOP as though the SARs were Options.  Each SAR
will be not less than one hundred percent (100%) of the Fair Market Value of the
Company's Class A Common Stock as of the date such SARs are issued as determined
 in accordance with the SOP.

H. The SARs will vest in accordance  with Section F of the SOP. The SARs will be
exercised  once MK notifies  the Company in writing of his desire to cash in his
SARs.  Upon  receipt of such notice the Company  will,  within  thirty (30) days
after receipt, pay to MK in cash an amount equal to the spread between the price
at which the SARs were issued and the Fair  Market  Value on the day MK notifies
the  Company  of his  intent to  exercise  such SARs  (the  "Spread"),  less any
applicable tax withholdings.

I. The EDC for the SARs shall  equal the  Spread and will be paid in  accordance
with paragraph H. above.

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
contained herein, the parties hereby agree as follows:

         1.       MK agrees to continue to serve the Company and provide his
specialized knowledge and unusual abilities with respect to the business and
affairs of the Company.

         2. As MK has  irrevocably  elected  to receive  all future  replacement
awards  stemming from the February 28, 1995 EDCA and all other EDCAs in the form
of SARs,  the  Company  hereby  agrees to grant to MK such SARs,  as a matter of
separate inducement and not in lieu of any salary or other compensation for MK's
services.  Upon the exercise or  expiration of SARs granted  hereunder,  MK will
receive  a new  replacement  SAR  based  on the  original  dollar  value  of the
applicable  EDCA.  All SARs to be granted to MK will be listed with their value,
number of SAR shares,  exercise  price and effective  date as an Exhibit to this
2000 EDCA.

          3. As a replacement award for the February 28, 1995 EDCA, the Company
shall grant to MK SARs based on a value of $551,975 as of June 1, 2000, in
accordance with the terms and conditions set forth in the Plan.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of this 24th day of May, 2000.


_______________________                            By:__________________________
    Witness                                                   Melvin Kopp


                                                     Block Drug Company, Inc.


_______________________                          By:___________________________
    Witness                                                James Block
                                                      Chairman of the Board





<PAGE>

EXHIBIT TO THE
EXTRAORDINARY DEFERRED COMPENSATION AGREEMENT #2
                        DATED THE 24TH DAY OF MAY, 2000 ("the 2000 EDCA")




Effective Date          # SAR Shares         Exercise Price      Original Value


June 1, 2000              19,891                  $27.75            $551,975






The above SARs are hereby granted to Melvin Kopp in accordance  with and subject
to the terms and conditions of the 2000 EDCA.


                                                     Block Drug Company, Inc.


_________________________                   By : _______________________________
      Witness                                             James Block
                                                      Chairman of the Board










Dated : June 1, 2000





<PAGE>
                                   Exhibit 99

                             AUDIT COMMITTEE CHARTER


PURPOSE

         The primary  purpose of the Audit  Committee  (the  "Committee")  is to
assist the Board of Directors (the "Board") in fulfilling its  responsibility to
oversee management's conduct of the Company's financial reporting process.

         In  discharging  its  oversight  role,  the  Committee  is empowered to
investigate  any matter  brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Company's shareholders;  accordingly,  the outside
auditor is ultimately accountable to the Board and the Committee.

         The  Committee  shall  review the adequacy of this Charter on an annual
basis.

MEMBERSHIP

                  The  Committee  shall  be  comprised  of not less  than  three
         members of the Board,  and the  Committee's  composition  will meet the
         requirements of the Audit Committee Policy of the National  Association
         of Securities Dealers.

         Accordingly, all of the members will be directors:

                  1. Who have no relationship to the Company that may interfere
                  with the exercise of their independence from management and
                  the Company; and

                  2. Who are  financially  literate  or who  become  financially
                  literate within a reasonable  period of time after appointment
                  to the  Committee.  In  addition,  at least one  member of the
                  Committee will have accounting or related financial management
                  expertise.

KEY RESPONSIBILITIES

                  The Committee's job is one of oversight and it recognizes that
         the  Company's  management is  responsible  for preparing the Company's
         financial  statements and that the outside auditors are responsible for
         auditing  those  financial  statements.   Additionally,  the  Committee
         recognizes  that  financial  management,  including the internal  audit
         staff, as well as the outside auditors,  have more time,  knowledge and
         more  detailed  information  on the Company than do Committee  members;
         consequently,  in  carrying  out its  oversight  responsibilities,  the
         Committee is not  providing  any expert or special  assurance as to the
         Company's financial statements or any professional  certification as to
         the outside auditors'

<PAGE>

        work.


         The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function.  These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

         C The Committee shall review with  management and the outside  auditors
         the audited financial statements to be included in the Company's Annual
         Report  on  Form  10-K  (or  the  Annual  Report  to   Shareholders  if
         distributed  prior to the filing of Form 10-K) and review and  consider
         with the outside  auditors  the matters  required  to be  discussed  by
         Statement of Auditing  Standards  ("SAS") No. 61 concerning the outside
         auditors' judgment about the quality,  not just the  acceptability,  of
         the Company's accounting principles.

         C The  Committee  shall,  as a whole or through  the  Committee  Chair,
         review  with the  outside  auditors  the  Company's  interim  financial
         results to be included in the Company's  quarterly  reports to be filed
         with Securities and Exchange  Commission and the matters required to be
         discussed by SAS No. 61; this review will occur prior to the  Company's
         filing of the Form 10-Q.

         C The Committee shall discuss with management and the outside  auditors
         the quality and adequacy of the Company's internal controls.

         C The Committee shall:

                  C request from the outside auditors annually, a formal written
                  statement  delineating all  relationships  between the auditor
                  and the Company  consistent with Independence  Standards Board
                  Standard Number 1;

                  C  discuss  with  the  outside  auditors  any  such  disclosed
                  relationships  and  their  impact  on  the  outside  auditors'
                  independence; and

                  C recommend that the Board take appropriate  action to oversee
                  the independence of the outside auditors.

         C The  Committee,  subject to any action  that may be taken by the full
         Board,  shall have the ultimate  authority and responsibility to select
         (or  nominate  for   shareholder   approval),   evaluate   and,   where
         appropriate, replace the outside auditors.

<PAGE>