Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /x/ (3) Per unit price or other underlying value
Filed by a Party other than the Registrant [ ] of transaction computed pursuant to
Exchange Act Rule 0-11:(1)
Check the appropriate box:

/x/ Preliminary Proxy Statement
(4) Proposed maximum aggregate value of
/ / Definitive Proxy Statement transaction:

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Section (1) Set forth the amount on which the filing
240.14a-11(c) or Section 240.14a-12 fee is calculated and state how it was determined.

/ / Check box if any part of the fee is offset
(Name of Registrant as Specified in Its Charter) as provided by Exchange Act Rule 0-
11(a)(2) and identify the filing for which
Carter-Wallace, Inc. the offsetting fee was paid previously.
--------------------------------------------------
Identify the previous filing by
(Name of Person(s) Filing Proxy Statement) registration statement number, or the Form
or Schedule and the date of its filing.
Carter-Wallace, Inc.
--------------------------------------------------
(1) Amount Previously Paid:

Payment of Filing Fee (Check the appropriate box):
(2) Form, Schedule or Registration Statement
/x/ $125 per Exchange Act Rules 0- No.:
11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).

/ / $500 per each party to the controversy (3) Filing Party:
pursuant to Exchange Act Rule 14a-6(i)(3).

/ / Fee computed on table below per Exchange (4) Date Filed:
Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which
transaction applies:

(2) Aggregate number of securities to which
transaction applies:

2
CARTER-WALLACE, INC.
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JULY 19, 1994

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

The Annual Meeting of Stockholders of Carter-Wallace, Inc. will be
held at the registered office of the Company, 1209 Orange Street, Wilmington,
Delaware 19801, on Tuesday, July 19, 1994, at 1:00 P.M., Eastern Daylight Time,
for the following purposes:

1. To elect directors.

2. To consider and take action upon the ratification of the
appointment by the Board of Directors of KPMG Peat Marwick as
independent auditors for the Company for the current fiscal year.

3. To consider and take action on a proposal to amend the
Company's 1977 Restricted Stock Award Plan.

4. To consider and take action upon a proposal made by a
stockholder to require the Company to provide disclosures of certain
employees previously employed in governmental capacities, which
proposal is opposed by the Board of Directors.

5. To transact any other business which may properly come
before the meeting.

Only holders of record of Common Stock and Class B Common Stock at the
close of business on June 2, 1994 will be entitled to vote at the meeting.

To assure your representation at the meeting, please date, sign and
mail promptly the accompanying proxy, for which a postpaid return envelope is
provided. Please return the proxy in a timely fashion to save the Company the
expense of an additional mailing of the proxy materials.

RALPH LEVINE
Secretary

New York, New York
June 20, 1994
3
CARTER-WALLACE,INC.
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105

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

ANNUAL MEETING OF STOCKHOLDERS

JULY 19, 1994

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

PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Carter-Wallace, Inc. (the "Company") of proxies
for use at the Company's 1994 Annual Meeting of Stockholders (the "Meeting") to
be held at the registered office of the Company, 1209 Orange Street,
Wilmington, Delaware 19801, on Tuesday, July 19, 1994 at 1:00 P.M., Eastern
Daylight Time and at any adjournment or adjournments thereof. The date of
mailing of this Proxy Statement and the accompanying proxy is on or about June
20, 1994.

At the Meeting, all shares represented by a properly executed proxy in
the accompanying form (which has not been revoked) will be voted, and, where
instructions are specified, will be voted in accordance with such
specifications. Where instructions are not specified, the shares represented
by such proxy will be voted (a) FOR the election of each of the nominees for
director named in this Proxy Statement, (b) FOR the ratification of the
appointment of KPMG Peat Marwick as independent auditors for the Company, (c)
FOR the amendment to the Company's 1977 Restricted Stock Award Plan and (d)
AGAINST the stockholder proposal to require the Company to furnish the
stockholders each year with a list of certain employees who served in any
governmental capacity in the previous five years and whether such employee was
engaged in any matter which had a direct bearing on the business of the
Company. If any nominee for election as a director should be unable to serve,
which is not presently anticipated, proxies will be voted for a nominee
designated by the Board of Directors. In addition, proxies will be voted in
the discretion of the proxy holders with respect to such other business as may
properly come before the Meeting.

Any proxy may be revoked by a stockholder by a written communication
to the Secretary of the Company delivered prior to or at the Meeting, to the
extent the proxy has not theretofore been voted. Sending in a signed proxy
will not affect a stockholder's right to attend the Meeting and to vote in
person.

VOTING RIGHTS

On each matter submitted to a vote at the Meeting, (i) each holder of
Common Stock, par value $1.00 per share, of the Company ("Common Stock") is
entitled to one (1) vote for each such share registered in his name at the
close of business on June 2, 1994, the record date stated in the Notice of
Annual Meeting of Stockholders (the "Record Date"), and (ii) each holder of
Class B Common Stock, par value $l.00 per share, of the Company ("Class B
Common Stock") is entitled to ten (10) votes for each such share registered in
his name at the close of business on the Record Date. As of the Record Date,
the Company had 33,477,286 shares of Common Stock outstanding and entitled to
vote and 12,592,172 shares of Class B Common Stock outstanding and entitled to
vote. On all actions to be taken at the Meeting, holders of Common Stock and
holders of Class B Common Stock vote together as a single class. On the Record
Date, officers and directors of the Company and members of their immediate
families beneficially owned an aggregate of 11,952,514 shares of Common Stock,
representing 35.70% of the outstanding shares of Common Stock and an aggregate
of
4
11,802,135 shares of Class B Common Stock, representing 93.73% of the
outstanding shares of Class B Common Stock; such holdings represent 81.54%, in
the aggregate, of the voting power of shares entitled to vote at the Meeting.
See "Principal STOCKHOLDERS."

PRINCIPAL STOCKHOLDERS

As used in this Proxy Statement, "beneficial ownership" means the sole
or shared power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (that is, the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this Proxy Statement, a person is deemed as of any date to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date through the exercise of an option or
similar right or otherwise and of any security held in the name of such
person's spouse or minor children.

As of the Record Date, the only persons known to the Company who
beneficially owned more than 5% of either the outstanding shares of Common
Stock or the outstanding shares of Class B Common Stock were Ardsley Advisory
Partners, 450 Park Avenue, Suite 3003, New York, New York 10022 ("Ardsley"),
Neuberger & Berman, 605 Third Avenue, New York, New York 10158 ("Neuberger")
and The CPI Development Corporation, 229 South State Street, Dover, Delaware
19901 ("CPI") and its directors and stockholders. Ardsley owns 3,006,500
shares of Common Stock of the Company, which represent 8.98% of the outstanding
shares of Common Stock. Neuberger owns 2,942,854 shares of Common Stock of the
Company, which represents 8.79% of the outstanding shares of Common Stock. CPI
is a personal holding company, the assets of which consist of 11,754,000 shares
of Common Stock, which represent 35.11% of the outstanding shares of Common
Stock, and 11,754,000 shares of Class B Common Stock, which represent 93.34% of
the outstanding shares of Class B Common Stock. The directors of CPI are Henry
H. Hoyt, Jr., Chairman of the Board of Directors and Chief Executive Officer of
the Company, Charles O. Hoyt, Scott C. Hoyt, Vice President, New Products,
Carter Products Division of the Company and Suzanne H. Garcia. Henry H. Hoyt,
Jr., Charles O. Hoyt, Scott C. Hoyt and Suzanne H. Garcia are the beneficial
owners of substantially all the outstanding voting securities of CPI. Certain
information as to such stockholders and the number of shares of Common Stock
and of Class B Common Stock beneficially owned by all officers and directors of
the Company as a group as of the Record Date is set forth below:

[THIS SPACE IS INTENTIONALLY LEFT BLANK.]

-2-
5

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-------------------------------------------------------------
PERCENT CLASS B PERCENT
COMMON OF COMMON OF
NAME AND ADDRESS STOCK CLASS(1) STOCK CLASS(1)
---------------- ---------- -------- --------- --------

THE CPI DEVELOPMENT CORPORATION 11,754,000 35.11% 11,754,000 93.34%
229 South State Street
Dover, Delaware 19901(7)

HENRY H. HOYT, JR. 11,785,560 35.20% 11,785,560(2) 93.59%
1345 Avenue of the Americas (2)(3)(4) (3)
New York, New York 10105(7)

CHARLES O. HOYT 11,824,566(2) 35.32% 11,785,500(2) 93.59%
1345 Avenue of the Americas (3) (3)
New York, New York 10105(7)

SCOTT C. HOYT 11,754,324(2) 35.11% 11,754,000(2) 93.34%
1345 Avenue of the Americas
New York, New York 10105(7)

SUZANNE H. GARCIA 11,776,500(2) 35.18% 11,776,500(2) 93.52%
P.O. Box 5040 (3) (3)
Santa Fe, New Mexico 87502(7)

ARDSLEY ADVISORY PARTNERS 3,006,500 8.98% -- --
450 Park Avenue
Suite 3003
New York, New York 10022(7)

PHILIP J. HEMPLEMAN 3,006,500(6) 8.98% -- --
450 Park Avenue
Suite 3003
New York, New York 10022(7)

NEUBERGER & BERMAN 2,942,854 8.79% -- --
605 Third Avenue
New York, New York 10158(7)

C. CARL RANDOLPH 2,942,854(8) 8.79% -- --
605 Third Avenue
New York, New York 10158(7)

All officers and directors of the 11,952,514 35.70% 11,802,135(3) 93.73%
Company as a group (21 persons) ---------- ----------
(3)(4)(5)
- - -----------------

(1) Computed on the basis of 33,477,286 shares of Common Stock and
12,592,172 shares of Class B Common Stock, as the case may be, outstanding on
the Record Date.

(2) Includes the number of shares of Common Stock and of Class B
Common Stock, as the case may be, owned of record by CPI and as to which Henry
H. Hoyt, Jr., Charles O. Hoyt, Scott C. Hoyt and Suzanne H. Garcia are deemed
beneficial owners by virtue of their relationships with CPI. Henry H. Hoyt,
Jr., Charles O. Hoyt, Scott C. Hoyt and Suzanne H. Garcia disclaim beneficial
ownership of such shares.

-3-
6
(3) Includes an additional 31,560, 70,566 and 22,500 shares of
Common Stock and 31,560, 31,500 and 22,500 shares of Class B Common Stock which
are beneficially owned by Henry H. Hoyt, Jr., Charles O. Hoyt and Suzanne H.
Garcia, respectively. In no case do these additional shares constitute more
than 1/2 of 1% of the shares of Common Stock or Class B Common Stock, as the
case may be, outstanding and they do not change the approximate percentage of
ownership reflected in the table. Henry H. Hoyt, Jr. and Charles O. Hoyt each
disclaims beneficial ownership of 9,000 of these additional shares of Common
Stock and 9,000 of these additional shares of Class B Common Stock that are
held in testamentary trusts of which they are trustees and/or remaindermen.
Suzanne H. Garcia disclaims beneficial ownership of 9,000 of these additional
shares of Common Stock and 9,000 of these additional shares of Class B Common
Stock.

(4) Does not include 166,566 shares of Common Stock awarded to
Henry H. Hoyt, Jr. under the Company's Restricted Stock Award Plan, which have
not been issued as of the date hereof and are subject to forfeiture under
certain conditions. See "Amendment of Restricted Stock Award Plan."

(5) Includes 114,087 shares of Common Stock awarded to certain
officers under the Company's Restricted Stock Award Plan, which are subject to
forfeiture under certain conditions, but it does not include 650,890 shares of
Common Stock issuable to certain officers at a future date pursuant to said
Plan. See "Amendment of Restricted Stock Award Plan."

(6) By virtue of Philip J. Hempleman's position as managing
partner of Ardsley Advisory Partners, Mr. Hempleman is reflected herein as the
beneficial owner of the shares held by Ardsley Advisory Partners.

(7) Based solely on a review of the reports of ownership and
changes in their ownership filed with the Securities and Exchange Commission
and the New York Stock Exchange and representations furnished to the Company
during the last fiscal year by officers, directors and more than 10% beneficial
owners of a registered class of the Company's equity securities, the Company
believes that each of these persons is in compliance with all applicable filing
requirements, except that Charles O. Hoyt filed a Form 4 reflecting the sale of
127,500 shares of the Company's Common Stock approximately 6 days after the
date on which it was due.

(8) By virtue of C. Carl Randolph's position as General Partner
of Neuberger & Berman, Mr. Randolph is reflected herein as beneficial owner of
2,942,854 shares held by Neuberger & Berman.

ELECTION OF DIRECTORS

Eight directors will be elected to serve until the next Annual Meeting
of Stockholders or until their successors are elected. Shares represented by
proxies solicited by the Board of Directors will, unless otherwise specified
thereon, be voted for the election of the nominees named below, each of whom is
presently a director. All nominees for director were elected at the last
annual meeting of stockholders.

-4-
7

COMMON STOCK CLASS B COMMON STOCK
------------------------ ---------------------

SERVED SHARES OWNED SHARES OWNED
AS BENEFICIALLY BENEFICIALLY
NAME, AGE, PRINCIPAL A ON THE PERCENT ON THE PERCENT
OCCUPATION AND OTHER DIRECTOR RECORD OF RECORD OF
INFORMATION SINCE DATE CLASS(1) DATE CLASS(1)
----------------------- --------- ------------- ------- ------------- -------

DANIEL J. BLACK; 62;
President and Chief Operating
Officer of the Company since prior
to June 1989(2) . . . . . . . . . 1975 2,775(7) (8) 2,775(7) .02%

DAVID M. BALDWIN; 65;
Chairman of the Board, David M.
Baldwin Realty Co., Inc. since
February 28, 1994; President (real
estate development, brokerage and
management) since prior to June
1989 . . . . . . . . . . . . . . 1990 3,000 (8) -- --

RICHARD L. CRUESS, M.D.: 64;
Dean, Faculty of Medicine, McGill
University, Montreal, Quebec,
Canada since prior to June 1989;
Professor of Surgery and Chairman
of the Division of Orthopedic
Surgery, McGill University,
Montreal, Canada since prior to
June 1989; Orthopedic Surgeon-in-
Charge, Royal Victoria Hospital,
Montreal, Canada since prior to
June 1989 . . . . . . . . . . . . 1977 300 (8) 300 (8)

HENRY H. HOYT, JR.; 66;
Chairman of the Board of Directors
and Chief Executive Officer of the
Company since prior to June
1989(2)(3) . . . . . . . . . . . 1955 11,785,560 35.20% 11,785,560 93.59%
(5)(6)(7) (5)(6)(7)

SCOTT C. HOYT; 41;
Vice President, New Products,
Carter Products Division since
August 1993; Vice President,
Personal Products Marketing,
Carter Products Division of the
Company ("CPD") since June 1991;
Vice President, Market
Development, CPD since prior to
June 1991; Director, Marketing,
Personal Products, CPD since prior
to May 1989(3) . . . . . . . 1988 11,754,324(5) 35.11% 11,754,000(5) 93.34%

RALPH LEVINE; 58;
Vice President, Secretary and
General Counsel since prior to
June 1989(2) . . . . . . . . . . 1990 3,000(9) (8) -- --

HERBERT M. RINALDI; 65;
Partner in the firm of Carella,
Byrne, Pain, Gilfillan, Cecchi &
Stewart (attorneys) since prior to
June 1989(4) . . . . . . . . . . 1977 9,000 .03% -- --

-5-

COMMON STOCK CLASS B COMMON STOCK
------------------------ ---------------------

PAUL A. VETERI; 52;
Vice President, Finance and Chief
Financial Officer since prior to
June 1989(2) . . . . . . . . . . 1990 5,700(9) .02% -- --

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

(1) Computed on the basis of 33,477,286 shares of Common Stock and
12,592,172 shares of Class B Common Stock, as the case may be, outstanding on
the Record Date, unless otherwise noted.

(2) Member of the Executive Committee.

(3) Scott C. Hoyt is the nephew of Henry H. Hoyt, Jr. There are no
other family relationships among the directors and officers of the Company.

(4) The firm Carella, Byrne, Bain, Gilfillan, Cecchi & Stewart has
performed legal services for the Company in the last fiscal year.

(5) Includes 11,754,000 shares of Common Stock and 11,754,000 shares
of Class B Common Stock, as the case may be, owned of record by CPI. For
information with respect to the relationship of Messrs. Henry H. Hoyt, Jr. and
Scott C. Hoyt to CPI, see "PRINCIPAL STOCKHOLDERS." Henry H. Hoyt, Jr., and
Scott C. Hoyt disclaim that they are beneficial owners of the shares of Common
Stock and of Class B Common Stock owned by CPI.

(6) Includes 9,000 shares of Common Stock and 9,000 shares of Class B
Common Stock, as the case may be, held in trust under the will of Kate Good
Orcutt; Henry H. Hoyt, Jr. is a trustee and a beneficiary of the trust.

(7) Does not include 166,566 shares of Common Stock awarded to each of
Henry H. Hoyt. Jr. and Daniel J. Black under the Company's Restricted Stock
Award Plan, which have not been issued as of the date hereof and are subject to
forfeiture under certain conditions. See "Amendment of Restricted Stock Award
Plan."

(8) Less than .01%.

(9) Does not include 45,768 shares of Common Stock awarded to Ralph
Levine and 45,684 shares awarded to Paul A. Veteri under the Company's
Restricted Stock Award Plan which have not been issued as of the date hereof
and are subject to forfeiture under certain conditions. See "Amendment of
Restricted Stock Award Plan."

Directors will be elected by the affirmative vote of a majority of the
shares entitled to vote in the election. Abstentions and broker non-votes will
have the same effect as negative votes in the election.

-6-
9
BOARD OF DIRECTORS AND COMMITTEES

In the fiscal year ended March 31, 1994, the Board of Directors held
10 meetings. The Board of Directors has appointed an Audit Committee, an
Executive Committee, a Nominating Committee and a Compensation Committee.

The Audit Committee, composed of Herbert M. Rinaldi, Chairman, Richard
L. Cruess, M.D. and David M. Baldwin, held 4 meetings in the fiscal year ended
March 31, 1994. The Audit Committee meets with the Company's independent
auditors, the Company's internal audit personnel and other corporate officers
on matters relating to corporate financial reporting and accounting procedures
and policies, the adequacy of the Company's financial, accounting and
operational controls and the scope of the audits of both the independent and
internal auditors, and reviews and reports to the Board of Directors the
results of such audits and its recommendations relating to the appointment of
independent auditors, financial reporting and accounting practices and
policies.

The Nominating Committee, composed of David M. Baldwin, Chairman,
Richard L. Cruess, M.D. and Herbert M. Rinaldi met once in the fiscal year
ended March 31, 1994. The Nominating Committee identifies and recommends
candidates for election to the Board of Directors. The Nominating Committee
will consider nominees recommended by stockholders. Such nominations for
directors to be elected at the 1995 Annual Meeting of Stockholders should be
furnished in writing to the Secretary of the Company by February 15, 1995 and
should indicate the nominee's name, age and business experience.

The Compensation Committee, composed of Richard L. Cruess, M.D.,
Chairman, Herbert M. Rinaldi and David M. Baldwin, met once in the fiscal year
ended March 31, 1994. The Compensation Committee is empowered to make
recommendations to the Board with respect to base cash compensation for the two
senior officers of the Company.

All of the Company's directors attended at least 75% of the meetings
of the Board of Directors and of the committees on which they served.
Directors, other than those who are salaried employees of the Company, receive
an annual fee of $35,000 for serving on the Board and a fee of $500 for each
meeting of the Audit Committee that they attended, but did not receive a fee
for attendance at meetings of the Board of Directors or meetings of any
committee other than the Audit Committee. Directors who are salaried employees
of the Company received a fee of $250 for each meeting of the Board of
Directors that they attended.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain information for the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company for services rendered in all
capacities during the fiscal years ended March 31, 1994, 1993 and 1992. The
information includes the dollar value of base salaries, bonus awards and
long-term incentive plan awards and payouts and certain other compensation, if
any, whether paid or deferred.

-7-
10
SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
--------------------------------------------------- ------------

Name and Fiscal Restricted All Other
Principal Position Year Salary Bonus Other(4) Stock Awards(2) Compensation
------------------ ------ ------ ----- ----- ------------ (1)(4)
------

Henry H. Hoyt, Jr. 1994 $889,100 $666,800 $79,766(3) -0- $22,768
Chairman of the Board, 1993 808,300 687,100 100,808 -0- 25,432
Chief Executive 1992 734,800 624,600 N.R. -0- N.R.
Officer and Director

Daniel J. Black 1994 $889,100 $666,800 $111,008(3) -0- $19,515
President, Chief 1993 808,300 687,100 128,780 -0- 20,784
Operating Officer 1992 734,800 624,600 N.R. -0- N.R.
and Director

Ralph Levine 1994 $410,000 $308,000 $58,596(3) -0- $16,755
Vice President, 1993 343,750 280,000 87,434 -0- 16,790
Secretary, General 1992 303,125 227,500 N.R. -0- N.R.
Counsel and Director

Paul A. Veteri 1994 $410,000 $308,000 $62,953(3) -0- $12,303
Vice President, 1993 340,100 280,000 57,228 -0- 12,302
Finance, Chief 1992 292,183 205,800 N.R. -0- N.R.
Financial Officer
and Director

Herbert Sosman 1994 $405,000 $283,500 $67,962(3) -0- $19,648
Vice President 1993 375,000 262,500 66,058 -0- 19,469
Pharmaceuticals 1992 347,200 208,300 N.R. -0- N.R.

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

(1) Includes Company contributions vested pursuant to the Supplemental
Retirement and Savings Plan and Company paid premiums in connection with
supplemental death benefit agreements with each executive officer. The vested
contributions to the Supplemental Retirement and Savings Plan for each
executive officer for the fiscal year ended March 31, 1994 are as follows:
Henry H. Hoyt, Jr.-$3,675; Daniel J. Black-$3,675; Ralph Levine-$4,917; Paul A.
Veteri-$4,917; and Herbert Sosman-$4,867. The premiums paid with respect to
the supplemental death benefit agreement for each executive officer for the
fiscal year ended March 31, 1994 are as follows: Henry H. Hoyt, Jr.-$19,093;
Daniel J. Black-$15,840; Ralph Levine-$11,838; Paul A. Veteri-$7,386; and
Herbert Sosman-$14,781.

(2) Henry H. Hoyt, Jr. and Daniel J. Black each received awards of 166,566
shares on May 10, 1990 which are scheduled to vest on May 10, 1995. The market
value of these shares was $3,497,886 on March 31, 1994.

Ralph Levine received an award of 45,768 shares on November 22, 1990
which are scheduled to vest on November 22, 1995. The market value of these
shares was $961,128 on March 31, 1994.

-8-
11
Paul A. Veteri received an award of 45,684 shares on November 22, 1990
which are scheduled to vest on November 22, 1995. The market value of these
shares was $959,364 on March 31, 1994.

Herbert Sosman received an award of 55,113 shares on December 18, 1990
which are scheduled to vest on December 18, 1995. The market value of these
shares was $1,157,373 on March 31, 1994.

If there is a change in control of the Company, the shares shall become
fully vested. Dividends accumulated since the date of grant are paid to the
recipient of the award at vesting.

(3) Included in this amount is $24,390, $41,585, $24,429, $22,398 and $24,370
for Henry H. Hoyt, Jr., Daniel J. Black, Ralph Levine, Paul A. Veteri and
Herbert Sosman, respectively related to withholding taxes paid by the Company
on the employee's behalf.

(4) Amounts of "Annual Compensation - Other" and "All Other Compensation" are
not required (N.R.) for the fiscal year ended March 31, 1992.

PENSION PLAN TABLE

10 Years 20 Years 30 Years 40 Years
Covered Compensation Service Service Service Service
-------------------- -------- -------- -------- --------

$400,000 . . . . . . . . . . . . . . 77,247 154,494 233,118 313,118
$450,000 . . . . . . . . . . . . . . 87,247 174,494 263,118 353,118
$500,000 . . . . . . . . . . . . . . 97,247 194,494 293,118 393,118
$550,000 . . . . . . . . . . . . . . 107,247 214,494 323,118 433,118
$600,000 . . . . . . . . . . . . . . 117,247 234,494 353,118 473,118
$650,000 . . . . . . . . . . . . . . 127,247 254,494 383,118 513,118
$700,000 . . . . . . . . . . . . . . 137,247 274,494 413,118 553,118
$750,000 . . . . . . . . . . . . . . 147,247 294,494 443,118 593,118
$800,000 . . . . . . . . . . . . . . 157,247 314,494 473,118 633,118
$850,000 . . . . . . . . . . . . . . 167,247 334,494 503,118 673,118
$900,000 . . . . . . . . . . . . . . 177,247 354,494 533,118 713,118

The Employees' Retirement Plan of Carter-Wallace, Inc. (the "Retirement
Plan") is a noncontributory defined benefit plan. The Retirement Plan provides
for a pension payable upon retirement at age 65 in an amount calculated on the
basis of the number of years of credited service and the individual's average
salary during the five consecutive highest paid years in the ten year period
immediately preceding the individual's retirement date. Covered compensation
does not include deferred compensation, bonuses or other incentive
compensation. The Retirement Plan permits early retirement and deferred
retirement under specified conditions.

The above table shows the estimated annual benefits payable on retirement
to eligible employees, including officers and directors, under the Retirement
Plan as in effect on March 31, 1994. Amounts shown are based on the
assumptions that the Retirement Plan remains in effect without change, and that
the individual receives a straight life benefit with no reduction to allow for
payment to a surviving spouse, as is permitted by the Retirement Plan:

The above computation of benefits assumes continued employment to age 65
and covered compensation as described above. Amounts shown are before
applicable federal and state income taxes payable by the recipient and are net
of a portion of applicable Social Security benefits received. The portion of
the benefits accrued as of September 30, 1980 is subject to annual
cost-of-living adjustments.

-9-
12
Current covered remuneration and credited years of service for purposes of the
Retirement Plan for each executive officer named in the Summary Compensation
Table are $889,100 and 31 years for Daniel J. Black, $889,100 and 40 years for
Henry H. Hoyt, Jr., $410,000 and 28 years for Ralph Levine, $410,000 and 17
years for Paul Veteri and $405,000 and 15 years for Herbert Sosman. Amounts
payable under the Retirement Plan may not exceed the limitation imposed by
Section 415 of the Code (currently $118,800, but subject to annual
cost-of-living adjustments, or the individual's average covered compensation
for his three highest paid years, whichever is less) and the amount of credited
compensation which may be taken into account in the computation of pension
benefits may not exceed the amount permitted under Section 401(a)(17) of the
Code (currently $150,000, subject to cost-of-living adjustments). Amounts
shown above include benefits in excess of such limitations that are payable
under the Executive Pension Benefits Plan (the "Executive Plan") described
below.

The Executive Plan is an unfunded plan which provides for the payment of
vested pension benefits, which would otherwise be payable under the Retirement
Plan but for the limitations of Sections 415 and 401(a)(17) of the Code, and
which mitigates the reduction in retirement benefits of corporate officers who
elect early retirement. Individuals whose pension benefits are limited under
Section 415(b) of the Code as of April 1, 1990 and who retire at or after age
65 or die while actively employed by the Company will receive supplemental
pension or spousal death benefits under the Executive Plan based on covered
compensation of up to $850,000, including bonus income, if the amount of such
benefits is greater than the amount which would otherwise be provided under the
preceding sentence. Covered compensation for purposes of the supplemental plan
for each of Henry H. Hoyt, Jr. and Daniel J. Black would, under the above
assumptions, be $850,000.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Mr. Black, Mr.
Sosman, Mr. Levine and Mr. Veteri.

Mr. Black's employment agreement, as amended from time to time, provides
for his employment initially as President and Chief Operating Officer of the
Company at a salary of not less than $978,000 per year for a period commencing
April 24, 1992 and continuing for a period of five (5) years from December 31st
of any year in which the Board of Directors desires to terminate Mr. Black's
agreement, and requires the Company to pay the premium on a $500,000 insurance
policy on Mr. Black's life and certain federal, state and city income taxes on
such premium amount and taxes. The employment agreement provides for the
Company to use its best efforts to cause Mr. Black to be elected a director of
the Company.

Mr. Sosman's employment agreement provides for his employment as a Vice
President of the Company and President of the Company's Wallace Laboratories
Division at a salary of $347,200 per year and a bonus to be determined under
the Company's Profit Sharing Plan for a five-year period commencing October 31,
1987, which has been extended by the Company for an additional five year
period.

Mr. Levine's employment agreement provides for his employment as Vice
President, Secretary and General Counsel of the Company for a period commencing
April 10, 1992 and terminating July 2, 2001. Mr. Veteri's employment agreement
provides for his employment as Vice President, Finance of the Company for a
period commencing April 10, 1992 and continuing for a period of five years from
April 1st of any year in which the Board of Directors desires to terminate Mr.
Veteri's agreement. The cash compensation received by Mr. Levine and Mr.
Veteri pursuant to the employment agreements is included in the amounts
disclosed in the Summary Compensation Table.

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13
COMPENSATION OF DIRECTORS

Directors, other than those who are salaried employees of the Company,
received an annual fee of $35,000 for serving on the Board of Directors and a
fee of $500 for each meeting of the Audit Committee that they attended, but did
not receive a fee for attendance at meetings of the Board of Directors or
meetings of any committee other than the Audit Committee. Directors who are
salaried employees of the Company received a fee of $250 for each meeting of
the Board of Directors that they attended.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended March 31, 1994, the Compensation Committee of
the Board of Directors of the Company consisted of Richard L. Cruess, M.D.,
Chairman, Herbert M. Rinaldi and David M. Baldwin. None of such persons was,
during such fiscal year or formerly, an officer of the Company or any of its
subsidiaries or had any relationship with the Company other than serving as a
director of the Company. In addition, during the fiscal year ended March 31,
1994, no executive officer of the Company served as a director or a member of
the compensation committee of another entity, one of whose executive officers
served as a Director or on the Compensation Committee of the Company.

REPORT ON EXECUTIVE COMPENSATION

General

The Company's Compensation Committee, consisting of Messrs. Baldwin, Cruess
and Rinaldi, non-employee Directors of the Company, approves of all policies
governing the compensation of, and the amounts of compensation for, the
company's Chief Executive Officer and its President and Chief Operating
Officer. The form and amount of compensation of the Company's Chief Executive
Officer and its President is then approved by the entire Board of Directors
upon the recommendation of the Compensation Committee. The specific
compensation of all other executive officers is recommended to the Board for
its determination by the Company's Executive Committee. To that extent, this
report of the Compensation Committee is also a report by the entire Board of
Directors.

The company's compensation program for its executive officers consists
of the following significant components: annually determined salary; annually
determined bonus payments pursuant to the Company's Profit Sharing Plan; and
periodic grants of restricted stock units. The elements of the Company's
compensation are designed with different purposes in mind. Salary and bonus
payments are primarily intended to compensate for current and past performance.
The restricted stock units are awarded in an effort to provide a strong
incentive for outstanding long term performance, and are forfeitable generally
if the executive holding the units leaves the Company prior to five years from
the date on which the restricted stock units were awarded or if such executive
is terminated for cause. The awards of restricted stock units are directly
tied to the interests of the Company's shareholders inasmuch as the value of
the awards will increase or decrease based upon the future price of the
Company's stock.

In determining the amount and the form of the executive compensation
package for 1993, the Compensation Committee and the Board (hereinafter
referred to as the "Committee") considered the Company's overall performance
over a number of years rather than considering any single year. The Committee
also considered the objectives the Company desires to achieve in the future as
well as the challenges with which the Company would be confronted. Given this
overall view, the Committee did consider several specific factors. They
included continued efforts to develop and market new drugs, continued efforts
to license the Company's products to others and continued efforts to upgrade
the Company's management of its inventory and thus improve the Company's
working capital and cash

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14
flow. In addition, the Committee also reviewed the results of surveys of
compensation information for major pharmaceutical and consumer products
companies which include information for all of the companies comprising the
peer group index appearing on the Performance Graph in this Proxy Statement.
These surveys indicate that the salary levels generally corresponded to the
upper quartile of such competitive data when compared to positions of
comparable scope and responsibility. However, in making the compensation
determination, no specific weight was given to any one factor. Therefore, the
compensation determination may be deemed to be subjective.

Chief Executive Officer Compensation

The compensation of Henry H. Hoyt, Jr., the Company's Chief Executive
Officer, in 1993 consisted of salary and bonus payments. In determining Mr.
Hoyt's 1993 compensation, the Committee continued its practice of prior years
of granting a merit increase in annual salary of 10% for members of the
Company's Executive Committee, which includes Mr. Hoyt. The merit increase
philosophy is to set consistent increases in compensation which will retain
superior executives over a period of years, rather than have fluctuating
increases varying with the annual performance of the Company.

The Company believes it has had and continues to have an appropriate
compensation program. Base salaries, adjusted in accordance with the Company's
merit increase philosophy, together with short-term bonus orientation and
emphasis on long-term equity-based incentives constitutes the crucial elements
of the Company's compensation policy.

Submitted by the Company's Board of Directors:

Daniel J. Black Scott C. Hoyt
David M. Baldwin Ralph Levine
Richard L. Cruess, M.D. Herbert M. Rinaldi
Henry H. Hoyt, Jr. Paul A. Veteri

TAX DEDUCTION CONSIDERATIONS

The Compensation Committee has reviewed the Company's compensation plans
with respect to the deduction limitation under the Omnibus Budget
Reconciliation Act of 1993. Since the particular requirements of the Act
applicable to elements of the Company's compensation plans have not yet been
definitively determined and since the Committee believes that the requirements
of the Act might effectively divest the Committee of the ability to exercise
its discretion to act in the best interests of the stockholders in establishing
compensation, the Compensation Committee has decided for the present not to
alter the Company's compensation plans to attempt to meet the deductibility
requirements. The Compensation Committee will revisit this issue and evaluate
whether the compensation plans should be altered in the future to meet the
deductibility requirements.

PERFORMANCE GRAPH

The following graph compares the yearly change in the cumulative total
shareholder return on the Company's Common Stock for each of the Company's last
five fiscal years with the cumulative total return (assuming reinvestment of
dividends) of (i) the Wilshire 5000 Index and (ii) a peer group of seven
companies within the Company's Standard Industry Codes (SIC) and with market
capitalization similar to the Company that consists of the following companies:
A.L. Laboratories, Inc., Block Drug Company, Inc., Neutrogena Corporation,
Helen Curtis Industries, Inc., McKesson Corporation, Ivax Corporation and St.
Ives Laboratories.

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15

1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----

Carter-Wallace 100 130.7 155.4 242.6 221.1 171.3

Wilshire 5000 100 116.0 131.4 149.4 172.0 176.8

Peer Group 100 115.7 136.2 174.1 186.1 180.3

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors will recommend at the Meeting that a resolution be
adopted approving and ratifying the appointment by the Board of Directors of
the firm of KPMG Peat Marwick to audit the financial statements of the Company
and its subsidiaries for the current fiscal year. If the stockholders do not
approve and ratify the appointment of KPMG Peat Marwick as independent
auditors, the Board of Directors will consider the selection of another
accounting firm. A representative of KPMG Peat Marwick is expected to be
present at the Meeting, to have an opportunity to make a statement if he
desires to do so and to be available to answer any questions relating to their
audit of the financial statements of the Company for the fiscal year ended
March 31, 1994. The fees paid by the Company and its subsidiaries for auditing
services to this firm were approximately $699,000 for the fiscal year ended
March 31, 1994. See "BOARD OF DIRECTORS AND COMMITTEES" for information
concerning the Company's Audit Committee.

MANAGEMENT RECOMMENDS A VOTE "FOR" THIS RESOLUTION. PROXIES SOLICITED BY
THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY
VOTE.

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16
AMENDMENT OF RESTRICTED STOCK AWARD PLAN

The Board of Directors recommends that stockholders vote in favor of the
proposal to amend the Company's 1977 Restricted Stock Award Plan (the "Plan")
to increase the number of shares of Common Stock of the Company covered by the
Plan by 2,000,000 additional shares.

If the holders of a majority of the shares of the Company entitled to
vote at the Meeting is not obtained, the proposed amendment will not be
adopted.

Information with respect to awards of shares of Common Stock of the
Company granted under the Plan is set forth above under "EXECUTIVE COMPENSATION
AND OTHER INFORMATION." Adoption of the proposed amendment will not alter the
number of shares of Common Stock previously awarded under the Plan.

As originally approved at the 1978 Annual Meeting of Stockholders, the
Plan authorized the grant of awards to key employees of the Company and its
subsidiaries with respect to 250,000 shares of Common Stock. An additional
500,000 shares were made available for awards under the Plan by amendments to
the Plan in 1980 and 1985. The maximum number of shares that may now be
awarded under the Plan is 750,000 shares of Common Stock of which 176,032
shares of Common Stock remain available for future awards. Award shares are
subject to adjustment to reflect any stock split, stock dividend,
recapitalization or other similar event. As of June 1, 1994, awards of an
aggregate of 135,819 shares of Common Stock and commitments to make awards of
an additional 661,688 shares have been made.

The Board of Directors deems it desirable to have additional shares of
Common Stock available to be used as awards under the Plan to individuals who
become key employees in the future, through promotions and acquisitions of
other companies as well as to persons who are now key employees and may have
already been granted awards under the Plan. The Company believes that the
grant of awards is necessary in order to retain and attract personnel for
positions of substantial responsibility and to provide additional incentive to
such personnel by offering them a greater interest in the Company's continued
success.

SUMMARY AND EFFECT OF THE PLAN

If the proposed amendment is adopted, the basic provisions and effect of
the Plan would be as described below.

The Plan provides for awards of shares of Common Stock of the Company to
key employees of the Company and its subsidiaries. Awards are made by a
committee of three directors of the Company (the "Committee"), none of whom may
receive awards. The present Committee consists of David M. Baldwin, Richard L.
Cruess, M.D. and Herbert Rinaldi, none of whom may receive awards. Only
authorized shares previously issued and reacquired by the Company may be
awarded under the Plan. Certificates representing shares of Common Stock
awarded under the Plan may be delivered either at a specified future date or
dates or immediately after the award.

Stock awarded may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of for a period of five years from the date
of the award. The recipient of an award must remain in the employ of the
Company for five years or forfeit all his rights in the stock comprising such
award, unless earlier termination of employment results from disability,
mandatory retirement, termination by the Company without cause, or death. In
the event of the retirement of a recipient at the age of at least 65 years, or
at such other age as the Committee, which administers the Plan, may from time
to time in any particular case or, generally, determine, and before the end of
a five-year period from the date of the award, (i) restrictions on resale and
disposition shall lapse and (ii) Award

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17
Stock which has not been delivered to such recipient shall be delivered, as to
such number of shares as shall be determined by multiplying the total number of
shares of Award Stock by a fraction, the numerator of which is equal to the
number of days from the date of the award to the date of retirement, and the
denominator of which is 1,825. The Company has the right to impose
limitations, in the event of retirement, with respect to post-retirement
employment of the recipient.

Any cash dividends on Common Stock awarded under the Plan is held by the
Company for the benefit of the recipient, subject to the same forfeiture
provisions as the award. Such dividends, without any interest thereon, is paid
to the recipient of the award upon the lapse of such restrictions.

Subject to the provisions of the Plan, the Committee determines
restrictions or conditions to be imposed upon the awards, specifies the time of
delivery of the Award Stock, and prescribes the form and substance of
agreements with respect to the awards to be entered into between the Company
and each recipient of an award.

The Company's Board of Directors may amend the Plan, provided that no
amendment which (i) increases the aggregate number of shares which may be
awarded under the Plan, or (ii) materially increases the benefits accruing
under the Plan, or (iii) materially modifies the requirements for participation
shall be effective without stockholder approval.

The Board of Directors may suspend or terminate the Plan at any time.
The Plan also terminates upon issuance of the maximum number of shares to be
issued under the Plan and the expiration of the restrictions of such shares.

Officers, currently 17 in number, which includes directors who are
full-time employees of the Company, of whom there are 4, and other key
employees of the Company and of its subsidiaries including Messrs. Henry H.
Hoyt, Jr., Daniel J. Black, Ralph Levine, Paul A. Veteri and Herbert Sosman,
are eligible for awards.

During the fiscal year ended March 31, 1994, as permitted by the Plan,
the Company did not repurchase any shares of Common Stock of the Company as to
which restrictions imposed under the Restricted Stock Award Plan had lapsed.
During the fiscal year ended March 31, 1994, shares were awarded to officers of
the Company under the Restricted Stock Award Plan. Pursuant to the 3 for 1
stock split that was effective as of April 27, 1992, each award granted under
the 1977 Restricted Stock Award Plan, as amended, prior to April 27, 1992, was
adjusted so that the holders of such awards became entitled to receive two
shares of Common Stock for each share of Award Stock held by them prior to
April 27, 1992.

The Board of Directors believes that the Proposal is in the best
interests of the Company and its stockholders.

MANAGEMENT RECOMMENDS A VOTE "FOR" THIS RESOLUTION. PROXIES SOLICITED
BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.

STOCKHOLDER PROPOSAL

STOCKHOLDER PROPOSAL WITH RESPECT TO DISCLOSURES OF CERTAIN EMPLOYEES
PREVIOUSLY EMPLOYED IN GOVERNMENTAL CAPACITIES.

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20037, who is the owner of record of 300
shares of Common Stock, has given notice that she intends to present the
following resolution at the Meeting:

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18
RESOLVED: "That the stockholders of Carter-Wallace assembled in Annual
Meeting in person and by proxy hereby request the Board of Directors to
have the Company furnish the stockholders each year with a list of people
employed by the Corporation with the rank of Vice President or above, or as
a consultant, or as a lobbyist, or as legal counsel or investment banker or
director, who, in the previous five years have served in any governmental
capacity, whether Federal, City or State, or as a staff member of any
CONGRESSIONAL COMMITTEE or regulatory agency, and to disclose to the
stockholders whether such person was engaged in any matter which had a
direct bearing on the business of the Corporation and/or its subsidiaries,
provided that information directly affecting the competitive position of
the Corporation may be omitted."

REASONS: "Full disclosure on these matters is essential at
Carter-Wallace because of its many dealings with Federal and State
agencies, and because of pending issues forthcoming in Congress and/or
State and Regulatory Agencies."

"If you AGREE, please mark your proxy FOR this resolution."

The Board of Directors recommends a vote "AGAINST" the adoption of this
resolution for the following reasons:

From time to time the Company employs people who have been previously
employed in governmental capacities. Hiring decisions are made on the
basis of the professional competence of the prospective employee. The
Company is sensitive to the possibility of conflicts of interest in the
hiring of former government employees but does not believe that, absent
such conflicts, government employment alone should bar employment of the
individual by the Company.

The Company is equally sensitive to conflicts of interest in its selection
of law firms and outside consultants in the course of its business. The
Company engages such entities on the basis of their professional competence
and does not believe that the presence of a former government employee at
such a firm, absent conflicts of interest, should prevent the Company from
taking advantage of the benefits of engaging such a firm.

The compilation and distribution of the information requested by this
proposal would, in the opinion of the Board of Directors, involve an
unnecessary burden and expense and serve no useful purpose.

The affirmative vote of a majority of the votes present, in person or by
proxy, at the Meeting is required to approve the above-described proposal.
Abstentions and broker non-votes will have the same effect as a negative vote
with respect to this matter.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THE
RESOLUTION UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

OTHER BUSINESS

It is not intended to present to the Meeting any business other than the
election of directors and the proposals referred to above. The Board of
Directors is not aware of any other matters which may be presented for action
at the Meeting. If any other matters should be presented, the persons named as
proxies will vote on such matters in accordance with their best judgment.

STOCKHOLDER PROPOSALS

Stockholder proposals for presentation at the Company's 1995 Annual Meeting
of Stockholders must be received in writing by the Secretary of the Company at
the Company's executive offices, 1345

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19
Avenue of the Americas, New York, New York 10105, not later than February 10,
1995 in order to be considered for inclusion in the Company's Proxy Statement
and form of proxy.

MISCELLANEOUS

The solicitation of proxies will be by mail and the cost will be borne by
the Company. The Company will request banks, brokers and other nominees,
custodians and fiduciaries to forward proxy material to beneficial owners and
to seek authorization for the execution of proxies, and the Company will
reimburse them for their expense in this connection.

A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994 (without exhibits) as filed with the Securities and
Exchange Commission will be made available without charge to any stockholder
upon written request addressed to Ralph Levine, Secretary, at the Company's
principal executive offices, Carter-Wallace, Inc., 1345 Avenue of the Americas,
New York, New York 10105.

By Order of the Board of Directors

RALPH LEVINE,
Secretary

New York, New York
June 20, 1994

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20

PROXY

CARTER-WALLACE, INC.

ANNUAL MEETING OF STOCKHOLDERS, JULY 19, 1994
1209 ORANGE STREET, WILMINGTON, DELAWARE 19801

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints HENRY H. HOYT, JR. and DANIEL J. BLACK,
and either of them, as proxies with full power of substitution, to represent
and to vote all shares of Stock of Carter-Wallace, Inc. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on July
19, 1994, and all adjournments thereof, as designated on the reverse side of
this Proxy.

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Shares represented by this Proxy will be voted as specified. If no
specification is made, this Proxy will be voted FOR Proposals (1), (2) and (3)
and AGAINST Proposal (4).

(Continued and to be dated and signed on the reverse side)

PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.
(1) Election of Directors: [ ] FOR, NOMINEES LISTED BELOW (EXCEPT AS STATED TO
THE CONTRARY BELOW) [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
BELOW
D.J. Black, D.M. Baldwin, R.L. Cruess, M.D., H.H.Hoyt,Jr., S.C. Hoyt, R.
Levine, H.M. Rinaldi, P.A. Veteri
(INSTRUCTION: To withhold authority to vote for an individual nominee, write
that nominee's name on the line below.)

- - -------------------------------------------------------------------------------
(2) Proposal to ratify the appointment of KPMG Peat Marwick as independent
auditors for the Company for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) Proposal to amend the Company's 1977 Restricted Stock Award Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

(4) Proposal made by stockholder to require the Company to provide disclosures
of certain employees previously employed in governmental capacities.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Please sign exactly as name appears. If stock is registered in two names,
both should sign.)
Dated: , 1994
-----------------------
Signed:
------------------------------

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

SIGN, DATED AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
21
PROXY

CARTER-WALLACE, INC.

ANNUAL MEETING OF STOCKHOLDERS, JULY 19, 1994
1209 ORANGE STREET, WILMINGTON, DELAWARE 19801

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints HENRY H. HOYT, JR. and DANIEL J. BLACK, and
either of them, as proxies with full power of substitution, to represent and to
vote all shares of Stock of Carter-Wallace, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on July 19,
1994, and all adjournments thereof, as designated on the reverse side of this
Proxy.

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Shares represented by this Proxy will be voted as specified. If no
specification is made, this Proxy will be voted FOR Proposals (1), (2) and (3)
and AGAINST Proposal (4).

(Continued and to be dated and signed on the reverse side)

[ ]

(1) Election of Directors:

WITHHOLD
AUTHORITY
FOR to vote for all
nominees nominees
listed below [X] listed below [X] Exceptions [X]

D.J. Black, D.M. Baldwin, R.L. Cruess, M.D., H.H. Hoyt, Jr., S.C. Hoyt, R.
Levine, H.M. Rinaldi, P.A. Veteri

(INSTRUCTION: To withhold authority to vote for an individual nominee, mark the
exceptions box and write that nominee's name on the line below.)

Exceptions_________________________________________

(2) Proposal to ratify the appointment of KPMG Peat Marwick as independent
auditors for the Company for the current fiscal year.

For [X] Against [X] Abstain [X]

(3) Proposal to amend the Company's 1977 Restricted Stock Award Plan.

For [X] Against [X] Abstain [X]

(4) Proposal made by stockholder to require the Company to provide disclosures
of certain employees previously employed in governmental capacities.

For [X] Against [X] Abstain [X]

PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0068

(Please sign exactly as name appears. If stock is registered in two names,
both should sign.)

DATED , 1994
-------------------------------------

SIGNED
------------------------------------------

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

VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. [X]

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.