As filed with the Securities and Exchange Commission on January 17, 2002
                                                    Registration No. 333-_______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        ALLOU HEALTH & BEAUTY CARE, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                            11-2953972
- -------------------------------                         ----------------
(State or other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

                               50 Emjay Boulevard
                               Brentwood, NY 11717
                                 (631) 273-4000
        -----------------------------------------------------------------
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

                                  Victor Jacobs
                              Chairman of the Board
                               50 Emjay Boulevard
                               Brentwood, NY 11717
                                 (631) 273-4000
        -----------------------------------------------------------------
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                    Copy to:

                             Henry I. Rothman, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

     Approximate  date of  commencement  of proposed sale to public:  As soon as
practicable after the effective date of this Registration Statement.

     If the only securities on this Form are being offered  pursuant to dividend
or interest reinvestment plans, please check the following box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|_____________________

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|____________________________________________

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|



                         CALCULATION OF REGISTRATION FEE




                                                           Proposed
                                                            Maximum         Proposed        Amount of
         Title of Each Class             Amount to be      Offering         Maximum        Registration
   of Securities to be Registered         Registered         Price         Aggregate           Fee
                                                           per Share     Offering Price
                                                                                 
Class A Common Stock, $.001 par
value per share ................            44,404        $6.76(1)         $300,171.04       $74.71

Total Registration Fee .........                                                             $74.71



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) of the Securities Act of 1933; based on the average
     of the high and low  prices reported  on the  American  Stock  Exchange  on
     January 11, 2002.

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES  ACT OF 1933 OR UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.


                 SUBJECT TO COMPLETION, DATED JANUARY 17, 2002

PROSPECTUS

                        ALLOU HEALTH & BEAUTY CARE, INC.

     Tri-State  Pharmaceuticals  Consultants Corp., the selling stockholder,  is
selling up to 44,404 shares of our common stock.

                      -------------------------------------
                      American Stock Exchange Symbol: "ALU"
                      -------------------------------------

     On January 11, 2002, the closing sale price of one share of our Class A
Common Stock on the American Stock Exchange was $6.75.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE CAPTION "RISK FACTORS" ON
PAGE 5 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor is it seeking an offer to buy these securities in any state where
the offer or sale is not permitted.

                 The date of this Prospectus is January 17, 2002


                                  RISK FACTORS

     BEFORE YOU BUY SHARES OF OUR CLASS A COMMON STOCK, YOU SHOULD BE AWARE THAT
THERE ARE VARIOUS RISKS ASSOCIATED WITH SUCH PURCHASE, INCLUDING THOSE DESCRIBED
BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS, TOGETHER WITH ALL OF
THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE YOU DECIDE TO PURCHASE SHARES OF
OUR CLASS A COMMON STOCK.

BECAUSE WE HAVE LARGE DEBT REQUIREMENTS, WE ARE LIMITED IN HOW WE SPEND OUR
FUNDS AND ARE LIMITED IN OUR ABILITY TO RAISE ADDITIONAL FUNDS IN FUTURE
FINANCINGS.

     In order to finance our operations, on September 4, 2001, we entered into
an agreement for a working capital line of $200,000,000 of credit with a
consortium of banks led by Congress Financial Corporation and Citibank, N.A.
Certain of our subsidiaries are borrowers under this facility. The facility will
have a term of three years. This line of credit is secured by substantially all
of our assets and our subsidiaries' assets. The line of credit is revolving, and
interest on the loan balance is payable at .25% per annum above the prime rate
or, at our option, 2.75% per annum above the Eurodollar rate. We utilize cash
generated from operations to reduce short-term borrowings, which in turn acts to
increase loan availability consistent with our financing agreement. The line of
credit restricts our ability to incur additional indebtedness, pledge assets,
declare dividends or make distributions to stockholders without the consent of
the banks. If we violate any loan covenants or we default on our obligations,
the banks could elect to declare our indebtedness immediately due and payable
and foreclose on our assets. As of the date of this prospectus, we are in
compliance with all of the terms of our financing agreements.

IF WE LOSE ANY MEMBERS OF OUR KEY MANAGEMENT THEN OUR BUSINESS WILL SUFFER.

     Our business is greatly dependent upon the efforts of Mr. Victor Jacobs,
our Chairman of the Board, Mr. Herman Jacobs, our Chief Executive Officer, Mr.
David Shamilzadeh, our President and Principal Accounting Officer and Mr. Jack
Jacobs, our Executive Vice President. If we lose the services of any of these
individuals or other key personnel it could adversely affect the conduct of our
business. We have entered into employment agreements with each of the Jacobs. We
have obtained "key man" life insurance on each of the Jacobs in the amount of
$1,000,000. We have had success in retaining key personnel in the past and no
key employee is planning to retire or leave in the near future.

BECAUSE KEY MEMBERS OF OUR MANAGEMENT OWN ALL OF THE CLASS B COMMON STOCK, THEY
CAN CONTROL OUR AFFAIRS.

     Messrs. Victor Jacobs, Herman Jacobs and Jack Jacobs collectively own
1,175,000 shares of our class B common stock, which has five votes per share and
which, in the aggregate, represents approximately 16.8% of our outstanding
capital stock and approximately 50.0% of the total voting power. The class B
owners are able to control us and direct our affairs, including:

     o    electing a majority of our directors;
     o    causing an increase in our authorized capital; or
     o    causing our dissolution, merger or the sale of substantially all of
          our assets.

     The disproportionate vote afforded the class B common stock might also
impede or prevent a change of control. As a result of the class B voting power,
potential acquirers may be discouraged from seeking to acquire control of us
through the purchase of common stock, which could have a depressive effect on
the price of our securities.


                                     - 2 -


ANTI-TAKEOVER MEASURES IN OUR CERTIFICATE OF INCORPORATION COULD ADVERSELY
AFFECT THE VOTING POWER OF THE HOLDERS OF THE CLASS A COMMON STOCK.

     Our certificate of incorporation authorizes anti-takeover measures such as
the authority to issue 1,000,000 shares of "blank check" preferred stock with
such designations, rights and preferences as may be determined from time to time
by the board of directors. Those measures could have the effect of delaying,
deterring or preventing a change in control without any action by the holders of
our class A common stock. In addition, the issuance of preferred stock, without
stockholder approval and with dividend, liquidation, conversion, voting or other
rights as the board of directors may determine, could adversely affect the
voting powers of the holders of our class A common stock. Such voting powers may
include the loss of voting control to others and the prevention or frustration
of attempts to replace or remove our current management. Although we have no
present intention of issuing any shares of preferred stock, we cannot assure you
that we will not do so in the future.

                         ------------------------------


                                     - 3 -


                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at "http://www.sec.gov."

     We have filed with the SEC a registration statement on Form S-3 to register
shares of our class A common stock. This prospectus is part of that registration
statement and, as permitted by the SEC's rules, does not contain all the
information included in the registration statement. For further information with
respect to us and our class A common stock, you may refer to the registration
statement and to the exhibits and schedules filed as part of that registration
statement. You can review and copy the registration statement and its exhibits
and schedules at the public reference facilities maintained by the SEC as
described above. The registration statement, including its exhibits and
schedules, is also available on the SEC's web site.

     This prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update or supersede this information. We
incorporate by reference the documents listed below and any future filing we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:

     o    Annual Report on Form 10-K for the fiscal year ended March 31, 2001;
     o    Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and
     o    Quarterly Report on Form 10-Q for the quarter ended September 30,
          2001.

     You may request a copy of these filings, at no cost, by writing to us at
our executive offices at 50 Emjay Boulevard, Brentwood, New York 11717,
Attention: David Shamilzadeh. Our telephone number is (631) 273-4000.

                         ------------------------------

     This prospectus contains forward-looking statements which involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified because the context of the statement includes words such
as "may," "will," "except," "anticipate," "intend," "estimate," "continue,"
"believe," or other similar words. Similarly, statements that describe our
future plans, objectives and goals are also forward-looking statements. Our
factual results, performance or achievements could differ materially from those
expressed or implied in these forward-looking statements as a result of certain
factors, including those listed in "Risk Factors" and elsewhere in this
prospectus.


                                     - 4 -


                                 USE OF PROCEEDS

     The selling stockholder is selling all of the shares covered by this
prospectus for its own account. Accordingly, we will not receive any proceeds
from the resale of the shares. We will bear all expenses relating to this
registration except for brokerage commissions and expenses, if any, which the
selling stockholder will pay.

                                DIVIDEND POLICY

     We have never declared or paid cash dividends on our class A common stock
and we currently anticipate that we will retain all available funds for use in
the operation of our business. Therefore, we do not anticipate paying any cash
dividends on our class A common stock in the foreseeable future.


                                     - 5 -


                               SELLING STOCKHOLDER

     We issued the shares of class A common stock covered by this prospectus to
the selling stockholder under the terms of an asset purchase agreement dated as
of December 9, 1999 by and among the selling stockholder, Norman Miller and us.
Norman Miller is the sole shareholder of the selling stockholder. Under the
terms of the asset purchase agreement, we have to date issued 276,598 shares of
our class A common stock to the selling stockholder as part of the purchase
price. 232,194 of these shares have previously been sold.

     The following table lists information regarding the selling stockholder's
ownership of shares of our class A common stock as of January 9, 2002, and as
adjusted to reflect the sale of the shares. Information concerning the selling
stockholder may change from time to time.




                                 Shares of Class                           Shares of Class A Common Stock to
                                    A Common                                          be Owned
                                   Stock Owned                                   after Offering (1)
                                Prior to Offering    Shares Registered     ---------------------------------
                                       (2)              Hereby (2)             Number             Percent
                                -----------------    -----------------     -------------       -------------
                                                                                        
Tri-State Pharmaceutical
   Consultants Corp...........             44,404               44,404               -0-                  -0-



- -----------------

(1)  Assumes that all of the shares of class A common stock offered hereby are
     sold.

(2)  Does not include shares issuable to the selling stockholder as part of the
     remaining installments payable on account of the purchase price pursuant to
     the terms of the asset purchase agreement.


                                     - 6 -


                            DESCRIPTION OF SECURITIES

GENERAL

     We are authorized to issue: 15,000,000 shares of class A common stock, of
which 5,802,823 were issued and outstanding on January 9, 2002, and 2,200,000
shares of class B common stock, of which 1,200,000 were issued and outstanding
on January 9, 2002. We are also authorized to issue 1,000,000 shares of
preferred stock, $.001 par value. No shares of preferred stock are currently
outstanding.

COMMON STOCK

     The holders of shares of class A common stock and class B common stock have
no preemptive rights and the shares are not subject to redemption. The
outstanding shares of class A common stock and class B common stock are duly and
validly issued and fully paid and non-assessable.

     Holders of class A common stock and class B common stock are not entitled
to cumulative voting. Holders of class A common stock are entitled to one vote
per share on every matter on which common stockholders are entitled to vote.
Holders of class B common stock are entitled to five votes per share on every
matter on which common stockholders are entitled to vote.

     Holders of class B common stock may, at any time, convert their shares into
class A common stock on a share for share basis.

     Except for the aforementioned voting and conversion rights, the class A
common stock and class B common stock are identical in all respects.

PREFERRED STOCK

     We are authorized to issue 1,000,000 million shares of preferred stock, in
one or more classes or series as determined from time to time by the board of
directors.

     The board of directors has the authority to issue shares of preferred stock
and to fix the number of shares and the relative rights, conversion rights,
voting rights and the terms of redemption, liquidation preferences and any other
preferences, special rights and qualifications of these preferred shares,
subject only to the limitations and restrictions contained in our certificate of
incorporation. No stockholder approval is needed. The board of directors is
empowered to issue preferred stock with rights which could adversely affect the
voting power or other rights of the holders of the common stock. In the event of
an issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control.

DELAWARE LAW ANTI-TAKEOVER PROVISION

     We are subject to the provisions of Section 203 of the General Corporation
Law of the State of Delaware. In general, the DGCL prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless the
business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the prior three years did own, 15% or more of the corporation's voting
stock. This provision could make it more difficult for an "interested
stockholder" to obtain control of us without the approval of the board of
directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for the class A common stock is
Continental Stock Transfer & Trust Company.


                                     - 7 -


                              PLAN OF DISTRIBUTION

     The selling stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of class A common stock in private transactions or on any stock exchange, market
or trading facility on which the shares are traded. These sales may be at fixed
or negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:

o    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

o    block trades in which the broker-dealer will attempt to sell the shares as
     agent but may position and resell a portion of the block as principal to
     facilitate the transaction;

o    purchases by a broker-dealer as principal and resale by the broker-dealer
     for its account;

o    an exchange distribution in accordance with the rules of the applicable
     exchange;

o    privately negotiated transactions;

o    short sales;

o    broker-dealers may agree with the selling stockholder to sell a specified
     number of such shares at a stipulated price per share;

o    a combination of any such methods of sale; and

o    any other method permitted pursuant to applicable law.

     The selling stockholder may also sell shares under rule 144 of the
securities act, if available, rather than under this prospectus.

     The selling stockholder may also engage in short sales against the box,
puts and calls, derivatives and other transactions in our securities and may
sell or deliver shares in connection with these trades. The selling stockholder
may pledge its shares to its brokers under the margin provisions of customer
agreements. If the selling stockholder defaults on a margin loan, the broker
may, from time to time, offer and sell the pledged shares.

     Broker-dealers engaged by the selling stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder in amounts to be negotiated. The
selling stockholder does not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

     The selling stockholder and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with any sales. If a sale occurs, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.


                                     - 8 -


                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Section 145 of the DGCL provides, in general, that a corporation
incorporated under the laws of the State of Delaware may:

     o    indemnify any director, officer, employee or agent who worked directly
          for it or who worked at its request for another enterprise and was or
          is a party, or is threatened to be made a party to any threatened,
          pending or completed action, suit or proceeding, other than a
          derivative action by or in the right of the corporation.

     o    indemnify against expenses, judgments, fines and amounts paid in
          settlement actually and reasonably incurred by any of the
          aforementioned people in connection with the action, suit or
          proceeding if this person acted in good faith and in a manner this
          person reasonably believed to be in or not opposed to the best
          interests of the corporation, and, with respect to any criminal action
          or proceeding, the corporation had no reasonable cause to believe that
          this person's conduct was unlawful.

     o    in the case of a derivative action, indemnify any person against
          expenses actually and reasonably incurred by this person in connection
          with the defense or settlement of the action or suit, if this person
          acted in good faith and in a manner this person reasonably believed to
          be in or not opposed to the best interests of the corporation.
          However, no indemnification shall be made in respect of any claim,
          issue or matter as to which this person shall have been adjudged to be
          liable to the corporation, unless and only to the extent that the
          Court of Chancery of the State of Delaware or any other court in which
          the action was brought determines that this person is fairly and
          reasonably entitled to indemnity for his/her expenses.

     Our certificate of incorporation also provides that our directors shall not
be personally liable for monetary damages to us or our stockholders for breach
of fiduciary duty as a director, except for:

     o    liability resulting from a breach of the director's duty of loyalty to
          our stockholders
     o    intentional misconduct or willful violation of law
     o    actions or inactions not in good faith
     o    unlawful stock purchases or payments of a dividend under Delaware law;
          and
     o    transactions from which the director derives improper personal
          benefit.

     This limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. Our certificate of
incorporation also authorizes us to indemnify our officers, directors and other
agents, by bylaws, agreements or otherwise, to the fullest extent permitted
under Delaware law.

     Insofar as indemnification for liabilities arising under the securities act
may be permitted to directors, officers and controlling persons of small
business issues pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the securities act and
is, therefore, unenforceable.

                                  LEGAL MATTERS

     Jenkens & Gilchrist Parker Chapin LLP, New York, New York has passed upon
the validity of the securities offered hereby.

                                     EXPERTS

     The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in this registration statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen LLP
and Mayer Rispler & Company, P.C., independent public accountants, and are
included herein in reliance upon the authority of said firms as experts in
giving said reports.


                                     - 9 -


- -------------------------------------      -------------------------------------

     WE HAVE NOT AUTHORIZED ANY
DEALER, SALESPERSON OR ANY OTHER
PERSON TO GIVE ANY INFORMATION OR TO
REPRESENT ANYTHING NOT CONTAINED IN
THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION. THIS
PROSPECTUS DOES NOT OFFER TO SELL OR
BUY ANY SHARES IN ANY JURISDICTION
WHERE IT IS UNLAWFUL. THE INFORMATION
IN THIS PROSPECTUS IS CURRENT AS OF
JANUARY 17, 2002.                                    44,404 SHARES OF
                                                   CLASS A COMMON STOCK

          TABLE OF CONTENTS

                                 Page
                                 ----

Risk Factors .......................2
Where You Can Find More
Information About Us................4
Use of Proceeds.....................5
Dividend Policy.....................5
Selling Stockholder ................6
Description of Securities...........7
Plan of Distribution ...............8
Indemnification for Securities
Act Liabilities.....................9
Legal Matters.......................9                   PROSPECTUS
Experts ............................9


                                                     January 17, 2002

- -------------------------------------      -------------------------------------



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses which we will pay in
connection with the issuance and distribution of the securities being registered
on this registration statement. The selling stockholders will not incur any of
the expenses set forth below. All amounts shown are estimates.

         Filing fee for registration statement .....................  $    74.71
         Legal fees and expenses  ..................................  $20,000.00
         Accounting expenses........................................  $ 5,000.00
         Miscellaneous..............................................  $ 4,925.29
              Total.................................................  $30,000.00
                                                                      ==========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the DGCL provides, in general, that a corporation
incorporated under the laws of the State of Delaware, such as the registrant,
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding (other
than a derivative action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. In the case of a
derivative action, a Delaware corporation may indemnify any such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or any other court in which such action was brought determines such
person is fairly and reasonably entitled to indemnity for such expenses.

     The Company's Certificate of Incorporation provides that directors shall
not be personally liable for monetary damages to the Company or its stockholders
for breach of fiduciary duty as a director, except for liability resulting from
a breach of the director's duty of loyalty to the Company or its stockholders,
intentional misconduct or willful violation of law, actions or inactions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives improper personal benefit.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. The Company's Certificate of
Incorporation also authorizes the Company to indemnify its officers, directors
and other agents, by bylaws, agreements or otherwise, to the fullest extent
permitted under Delaware law.


                                      II-2


ITEM 16.  EXHIBITS.

NUMBER            DESCRIPTION OF EXHIBIT

5.1               Opinion of Jenkens & Gilchrist Parker Chapin LLP.
23.1              Consent of Mayer Rispler & Company, P.C.
23.2              Consent of Arthur Andersen LLP
23.3              Consent of Jenkens & Gilchrist Parker Chapin LLP (included in
                  their opinion filed as Exhibit 5.1).
24.1              Power of Attorney  (included on page II-3 to the  Registration
                  Statement).

ITEM 17.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement, or the most recent
     post-effective amendment thereof, which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, if the total dollar
     value of securities offered would not exceed that which was registered, any
     increase or decrease in the volume of securities offered and any deviation
     from the low or high and of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the Commission pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than 20 percent change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
     registration statement.

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          securities act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     Insofar as indemnification for liabilities arising under the securities act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the securities act and
is, therefore, unenforceable.

     In the event that a claim for indemnification against liabilities is
asserted by a director, officer or controlling person in connection with the
securities being registered, other than the payment by the small business issuer
of expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the securities act and will be governed by
the final adjudication of the issue.


                                      II-3


     The undersigned small business issuer hereby undertakes that, for purposes
of determining any liability under the securities act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
securities exchange act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-4


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brentwood, State of New York on January 17, 2002.

                                        ALLOU HEALTH & BEAUTY CARE, INC.


                                        By: /s/ David Shamilzadeh
                                            ------------------------------------
                                            President and
                                            Principal Accounting Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes David Shamilzadeh and Victor Jacobs, each acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same with exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed below by the following
persons in the capacities and on the date indicated.




           SIGNATURE                             TITLE                              DATE
           ---------                             -----                              ----

                                                                        
/s/ Victor Jacobs                         Chairman of the Board               January 17, 2002
- -------------------------------
Victor Jacobs


/s/ Herman Jacobs                         Chief Executive Officer and         January 17, 2002
- -------------------------------           Director
Herman Jacobs


/s/ David Shamilzadeh                     President, Principal Accounting     January 17, 2002
- -------------------------------           Officer and Director
David Shamilzadeh


/s/ Jack Jacobs                           Executive Vice President and        January 17, 2002
- -------------------------------           Director
Jack Jacobs


                                      II-5



/s/ Sol Naimark                           Director                            January 17, 2002
- ------------------------------
Sol Naimark


 /s/ Jeffrey Berg                         Director                            January 17, 2002
- ------------------------------
Jeffrey Berg


/s/ Stuart Glasser                        Director                            January 17, 2002
- ------------------------------
Stuart Glasser




                                      II-6


                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    EXHIBITS

                                       TO

                                    FORM S-3

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  -------------


                        ALLOU HEALTH & BEAUTY CARE, INC.
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                JANUARY 17, 2002



                                      II-7


                                  EXHIBIT INDEX
                                  -------------




EXHIBIT         DESCRIPTION OF DOCUMENT                                     PAGE NO./REF.
- -------         -----------------------                                     -------------
NO.
- ---
             
5.1             Opinion of Jenkens & Gilchrist Parker Chapin LLP

23.1            Consent of Mayer Rispler & Company, P.C.

23.2            Consent of Arthur Andersen LLP

23.2            Consent of Jenkens & Gilchrist Parker Chapin LLP
                (included in their opinion filed as Exhibit 5.1)

24.1            Power of Attorney (see page II-3 to the
                Registration Statement)