February 21, 2006

Joseph Sinicropi
Chief Financial Officer
Del Laboratories, Inc.
726 Reckson Plaza
P.O. Box 9357
Uniondale, NY 11553-9357

	Re:	Del Laboratories, Inc.
      Form S-4 filed January 26, 2006
      File No. 333-131293

Dear Mr. Sinicropi:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. Please update all information, including the financial
statements,
in the prospectus.

2. In the Form 10-Q for the quarter ended September 20, 2005, you
state that management has identified certain deficiencies in the
company`s internal controls and has implemented remediation plans
or
is in the process of planning remediation for the deficiencies.
Please
tell us supplementally, with a view toward disclosure in MD&A and
the
risk factors section, as appropriate, the nature of these
deficiencies
and their impact on your disclosure controls and procedures.
Please
also elaborate on why management believes that your disclosure
controls and procedures are effective notwithstanding the internal
control deficiencies.  We may have additional comments pertaining
to
the registration statement and your 2005 Forms 10-Q upon review of
your response.

Summary of the Terms of the Exchange Offer, page 3

3. You set the expiration of the exchange offer at 5:00 p.m. on an
undesignated date. Please confirm supplementally that the offer
will
be open for at least 20 full business days to ensure compliance
with
Rule 14e-1(a).  Further, please confirm that the expiration date
will
be included in the final prospectus disseminated to security
holders
and filed pursuant to the applicable provisions of Rule 424.

4. Disclosure on page 5 says that "except in some circumstances"
all
validly tendered notes will be accepted for exchange on the
expiration
date.  Please clarify the circumstances under which notes that
have
been validly tendered would not be accepted for exchange.

Risk Factors, page 9

5. Please delete the second sentence of the first paragraph. All
material risks should be described in the risk factors section.
If
risks are not deemed material, you should not reference them.

We will require a significant amount of cash . . . , page 10

6. Please quantify your debt service requirements, working capital
needs and planned capital expenditures and the funds that are
available to satisfy these payments.

Forward-Looking Statements, page 24

7. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act.  Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.

The Exchange Offer, page 26

8. In paragraph (1) on page 27, you state that you reserve the
right
to "terminate the exchange offer and not permit the acceptance of
old
notes not previously accepted."  Since notes will not be accepted
until after the expiration date, please revise this disclosure to
remove the implication that you would already have accepted notes
where the offer was being terminated prior to expiration.

Use of Proceeds, page 34

9. Please give the maturity date of the prior senior credit
facilities
you repaid with proceeds of the sale of the outstanding notes.

Description of Other Indebtedness, page 93

10. Please remove the statement that the description of the ABL
credit
facility is qualified by reference to the credit documentation.
You
may qualify information in the prospectus by reference to
information
outside the prospectus only to the extent permitted by Rule
411(a).

11. Please describe in greater detail the material covenants in
the
asset-based revolving credit facility and the senior subordinated
notes. See Item 202(b)(8) of Regulation S-K.

Description of Notes, page 96

12. Please remove the phrase "and not this description" in the
fourth
paragraph of this section.  This language may suggest to investors
that they do not have rights under the federal securities laws
with
respect to your prospectus discussion of the notes.  This comment
also
applies to your discussion of the registration rights agreement on
page 143.

Depository Procedures, page 140

13. Please remove the statement that this disclosure is provided
"solely as a matter of convenience" as it may suggest to investors
that you are not responsible for this disclosure.  Note that we do
not
object to a statement that you are not responsible for the
depositories` adherence to their procedures.

2005 Forms 10-Q

14. We note that each of your Forms 10-Q for 2005 states that you
have
detected deficiencies in internal controls and that remediation is
underway.  However, your Item 308(c) disclosure says that you have
had
no material changes in internal controls.  Please tell us, with a
view
toward disclosure, why you had no material changes in internal
controls if you implemented remediation plans during any of these
quarters.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brigitte Lippmann at (202) 551-3713 or me at
(202) 551-3760 if you have any questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Peter Loughran, Esq.
      Debevoise & Plimpton LLP
	919 Third Avenue
	New York, NY 10022

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Joseph Sinicropi
Del Laboratories, Inc.
February 21, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE