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SCHEDULE 14A INFORMATION
(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.1a-11(c) or Section 240.1a-12

BEAUTICONTROL COSMETICS, INC.
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(Name of Registrant as Specified In Its Charter)

BEAUTICONTROL COSMETICS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(I) and 0-11.

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

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

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

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

2
(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

* Set forth the amount on which the filing fee is calculated and state how it
was determined.

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BEAUTICONTROL COSMETICS, INC.
2121 MIDWAY ROAD
CARROLLTON, TX 75006

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 6, 1999

To the Holders of Common Stock of
BEAUTICONTROL COSMETICS, INC.:

Notice is hereby given that the 1999 Annual Meeting of Stockholders of
BeautiControl Cosmetics, Inc., a Delaware corporation (the "Company"), will be
held at the Company's executive offices, 2121 Midway Road, Carrollton, Texas, on
Tuesday, April 6, 1999 at 10:00 A.M., Dallas, Texas time, for the following
purposes:

(1) To elect three persons to serve as directors until the Annual
Meeting of Stockholders in the year 2002 or until their successors are duly
elected and qualified; and

(2) To approve an amendment to the Company's Certificate of
Incorporation to change the Company's name to BeautiControl, Inc.; and

(3) To transact any other proper business brought before the meeting
or any adjournments or postponements thereof.

The Board of Directors has fixed February 8, 1999, at the close of
business, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting and any adjournment or postponement
thereof. Only holders of record of the Company's Common Stock on that date are
entitled to vote on matters coming before the meeting and any adjournment or
postponement thereof. A complete list of stockholders entitled to vote at the
meeting will be maintained at the Company's offices at 2121 Midway Road,
Carrollton, Texas, for ten days prior to the meeting.

Please advise the Company's transfer agent, Harris Trust and Savings Bank,
311 West Monroe Street, 11th Floor, Chicago, Illinois 60606, of any change in
your address.

Your vote is important. Whether or not you plan to attend the meeting in
person, please mark, sign, date, and return the enclosed proxy in the envelope
provided, which requires no postage if mailed within the United States.

By Order of the Board of Directors,

/s/ M. DOUGLAS TUCKER
M. DOUGLAS TUCKER
Senior Vice President -- Finance
and Secretary

Carrollton, Texas
March 5, 1999
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BEAUTICONTROL COSMETICS, INC.
2121 MIDWAY ROAD
CARROLLTON, TEXAS 75006

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

PROXY STATEMENT
---------------------------------------------

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 6, 1999

The accompanying proxy, mailed together with this Proxy Statement to
stockholders on or about March 5, 1999, is solicited by BeautiControl Cosmetics,
Inc. (the "Company") in connection with the Annual Meeting of Stockholders to be
held on April 6, 1999. The proxy may be revoked by the stockholder at any time
prior to its exercise by executing and returning a proxy bearing a later date,
by giving written notice of revocation to the Secretary of the Company, or by
attending the meeting and voting in person.

As stated in the Notice to which this Proxy Statement is attached, matters
to be voted on at the meeting are: (1) the election of three directors to the
Board of Directors to serve as directors until the Annual Meeting of
Stockholders in the year 2002 or until their successors are duly elected and
qualified and (2) consideration of a proposal to amend the Company's Certificate
of Incorporation (the "Certificate of Incorporation") to change the Company's
name from BeautiControl Cosmetics, Inc. to BeautiControl, Inc.

All properly executed, unrevoked proxies received before the meeting will
be voted in accordance with the directions contained therein. When no direction
has been given by a stockholder returning a proxy, the proxy will be voted FOR
the election as directors of the nominees named in this Proxy Statement and FOR
the proposal to change the Company's name to BeautiControl, Inc.

The close of business on February 8, 1999, has been set as the record date
for determination of stockholders entitled to vote at the meeting. Holders of
the Company's Common Stock on the record date will be entitled to one vote per
share on all business at the meeting.

On the record date, there were outstanding and entitled to vote 7,231,448
shares of Common Stock. The presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth, as of February 5, 1999, the number and
percentage of outstanding shares of Common Stock beneficially owned by all
persons known by the Company to own more than 5% of the Company's Common Stock,
by each director of the Company, by each nominee for director, by each named
executive officer, and by all officers and directors of the Company as a group.

AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------- ------------ --------

Jinger L. Heath............................................. 1,553,887(2) 19.4%
2121 Midway Rd.
Carrollton, Texas 75006
Richard W. Heath............................................ 1,553,887(2) 19.4%
2121 Midway Rd.
Carrollton, Texas 75006

AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------- ------------ --------

J. Robert Ward-Burns........................................ 120,000(3) 1.5%
2121 Midway Rd.
Carrollton, Texas 75006
Charles M. Diker............................................ 331,375(4) 4.1%
One New York Plaza-- 31st Floor
New York, New York 10004
Robert S. Folsom............................................ 251,500(5) 3.1%
16475 Dallas Parkway
Dallas, Texas 75248
Joseph M. Haggar, III....................................... 3,500(6) *
6311 Lemmon Avenue
Dallas, Texas 75209
Denise Ilitch............................................... 5,500(7) *
2211 Woodward Avenue
Detroit, MI 48201
Clifton R. Sanders.......................................... 26,400(8) *
2121 Midway Rd.
Carrollton, Texas 75006
A. Starke Taylor, Jr........................................ 25,500(9) *
17916 Cedar Creek Canyon
Dallas, Texas 75252
M. Douglas Tucker........................................... 87,000(10) 1.1%
2121 Midway Rd.
Carrollton, Texas 75006
Joel T. Williams, Jr........................................ 61,500(11) *
2121 Midway Rd.
Carrollton, Texas 75006
Jim Sowell Construction Co., Inc............................ 1,620,033(12) 20.2%
3131 McKinney Ave., Ste 200
Dallas, Texas 75204
All officers and directors as a group (15 persons).......... 4,124,724(13) 51.5%

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* Less than 1%

(1) Unless otherwise noted, each of the listed individuals has sole voting and
dispositive power for the shares beneficially owned.

(2) Includes options to purchase 200,000 shares of Common Stock exercisable
within 60 days. Mr. Heath's shares do not include 1,200,000 shares owned by
Jim Sowell Construction Co., Inc. Mr. Heath has been granted a proxy to
vote such shares.

(3) Includes options to purchase 120,000 shares of Common Stock exercisable
within 60 days.

(4) Includes options to purchase 25,500 shares of Common Stock exercisable
within 60 days. Includes 12,125 shares of Common Stock which are indirectly
owned for which Mr. Diker shares voting and investment power. Does not
include 11,250 shares of Common Stock owned by the wife of Mr. Diker and
9,000 shares owned by clients of Mr. Diker, for which Mr. Diker disclaims
beneficial ownership.

(5) Includes options to purchase 25,500 shares of Common Stock exercisable
within 60 days. Does not include 3,000 shares of Common Stock owned by the
wife of Mr. Folsom, for which Mr. Folsom disclaims beneficial ownership.

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(6) Includes options to purchase 3,500 shares of Common Stock exercisable
within 60 days.

(7) Includes options to purchase 5,500 shares of Common Stock exercisable
within 60 days.

(8) Includes options to purchase 26,400 shares of Common Stock exercisable
within 60 days.

(9) Includes options to purchase 25,500 shares of Common Stock exercisable
within 60 days. Does not include 55,205 shares of Common Stock owned by the
wife of Mr. Taylor, for which Mr. Taylor disclaims beneficial ownership.

(10) Includes options to purchase 17,000 shares of Common Stock exercisable
within 60 days.

(11) Includes options to purchase 25,500 shares of Common Stock exercisable
within 60 days.

(12) A proxy to vote 1,200,000 of these shares has been granted to Richard W.
Heath. For as long as Jim Sowell Construction Co., Inc. is the owner of at
least 1,200,000 shares of Common Stock, the Company and Richard W. Heath
have agreed to use their best efforts to cause Mr. James E. Sowell, Chief
Executive Officer of Jim Sowell Construction Co., Inc., to be elected to
the Board of Directors of the Company. To date, Mr. Sowell has not chosen
to exercise this contractual right.

(13) Includes options to purchase 779,075 shares of Common Stock exercisable
within 60 days.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Company's Certificate of Incorporation divides the Board of Directors
into three classes. The term of office of one class of directors expires at this
Annual Meeting of Stockholders. A second class of directors will serve until the
2000 Annual Meeting of Stockholders, and a third class of directors will serve
until the 2001 Annual Meeting of Stockholders. Richard W. Heath, Charles M.
Diker and Joel T. Williams, Jr. will stand for election at this Annual Meeting
for a three-year term of office expiring at the Annual Meeting of Stockholders
in the year 2002 or until their successors are duly elected and qualified.
Proxies cannot be voted for the election of more than three persons to the
Board.

The Company is informed that Mr. Heath, Mr. Diker and Mr. Williams are
willing to serve as directors. However, if Mr. Heath, Mr. Diker or Mr. Williams
should decline or become unable to serve as a director for any reason, votes
will be cast instead for a substitute nominee designated by the Board of
Directors or, if none is so designated, will be cast according to the judgment
of the person or persons voting the proxy.

The following table sets forth certain information as to the directors of
the Company as of January 1, 1999.

POSITIONS AND OFFICES DIRECTOR
NAME AND AGE WITH THE COMPANY SINCE
------------ ------------------------------------------------- --------
NOMINEES

Present Term Expiring in 1999

Richard W. Heath, 56 Director, President, and Chief Executive Officer 1981
Charles M. Diker, 64 Director 1987
Joel T. Williams, Jr., 78 Director 1986
DIRECTORS CONTINUING IN OFFICE
Present Term Expiring in 2000

Robert S. Folsom, 71 Director 1985
A. Starke Taylor, Jr., 76 Director 1985
Denise Ilitch, 43 Director 1995
Present Term Expiring in 2001

Jinger L. Heath, 46 Chairman of the Board of Directors 1981
Joseph M. Haggar, III, 47 Director 1996
J. Robert Ward-Burns, 54 Director, Executive Vice President and Chief
Operating Officer 1993

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DIRECTORS AND EXECUTIVE OFFICERS

Jinger L. Heath is a founder of the Company and has been Chairman of the
Board of Directors of the Company since its inception in January 1981. She
identifies the Company's product needs and manages the development and quality
of the Company's skin care, cosmetics and nutritional and beauty supplements.
Ms. Heath is also Chairman of the Board of the Company's division, BeautiControl
Research Institute.

Richard W. Heath is a founder of the Company and has been President, Chief
Executive Officer, and a director of the Company since its inception in January
1981. Mr. Heath has over 31 years of experience in the direct sales industry.
Mr. Heath currently serves as a director of Haggar Clothing Co., a public
company.

J. Robert Ward-Burns has been Executive Vice President, Chief Operating
Officer and a director of the Company since July 1993. Prior to joining the
Company, Mr. Ward-Burns was with Stanhome Direct Selling Group for 13 years
where he served as President from 1988 to 1993.

Robert L. Esson, 54, has been Senior Vice President Manufacturing and
Distribution of the Company since November 1995 and was Vice President
Manufacturing prior to that and since April 1994 and assumed responsibility for
the Distribution Department in August 1994. Prior to joining the Company, Mr.
Esson was with Lockwood Greene Engineers from September 1991 as a management
consultant.

Robert S. Heath, 36, has been Senior Vice President Sales of the Company
since January 1996 and was Vice President Sales Development prior to that and
since May 1992. Prior to that time, Mr. Heath was Director of Sales Promotion
from November 1991 to May 1992, Director of Distribution from January 1990 to
November 1991, and Operations Manager from November 1988 to January 1990.

Jo-Anne C. Jaeger, 53, has been Senior Vice President Merchandising and
International Marketing of the Company since December 1995. Ms. Jaeger was Sr.
Vice President Marketing Strategies from January 1992 to December 1995. Ms.
Jaeger joined the Company in April 1990 as Vice President Product Marketing.
Prior to joining the Company, Ms. Jaeger was employed by Avon Products for 15
years, most recently as Vice President Sales Planning.

Clifton R. Sanders, 53, has been Senior Vice President Research and
Development of the Company since November 1991. Prior to that time and since
December 1990, Mr. Sanders was Vice President Research and Development of the
Company. He joined the Company as Managing Director Research and Development in
October 1989. Prior to joining the Company, Mr. Sanders was Vice President
Product Development at Mary Kay Cosmetics for ten years. Mr. Sanders is also
President of the Company's division, BeautiControl Research Institute.

Amelia G. Spolec, 41, has been Senior Vice President Information Services
since March 1998. Prior to that time and since July 1996, Ms. Spolec was Vice
President Information Services. Prior to that and since January 1995, Ms. Spolec
was Managing Director of Information Services. In February 1992, Ms. Spolec
joined the Company as Director Information Services. Prior to joining the
Company, Ms. Spolec was Senior Manager with Grant Thornton LLP for seven years.

M. Douglas Tucker, 55, has been Senior Vice President Finance and Chief
Financial Officer since April 1995 and Secretary of the Company since August
1995. Mr. Tucker also held the position of Treasurer of the Company from August
1995 to October 1997. Prior to that time and from April 1993, Mr. Tucker was a
business and financial consultant. From July 1990 to April 1993, Mr. Tucker was
Vice President - Finance at The BOC Group Americas. Prior to July 1990, Mr.
Tucker was with Tambrands, Inc. one year as International Director of Finance
and with General Foods Corporation twenty-one years in financial management.

Charles M. Diker has been a director of the Company since May 1987. Since
1986, Mr. Diker has been Chairman of the Board of Directors of Cantel Industries
Inc. Mr. Diker currently serves as a director of Chyron Corporation,
International Specialty Products, Inc., Data Broadcasting Corporation and AMF
Bowling, Inc.

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Robert S. Folsom has been a director of the Company since June 1985. Mr.
Folsom is Chairman of the Board of Directors of Folsom Properties, Inc., a real
estate development firm. Mr. Folsom served as Mayor of the City of Dallas from
1976 to 1981.

Joseph M. Haggar, III, has been a director of the Company since August
1996. Mr. Haggar has been Chairman of the Board of Haggar Clothing Co., a
marketer of men's dress and casual clothing since 1994 and Chief Executive
Officer since 1990. Mr. Haggar also serves as a director of Texas Commerce Bank.

Denise Ilitch has been a director of the Company since October 1995. Ms.
Ilitch is President of Olympia Development LLP, a real estate and entertainment
development company. Ms. Ilitch serves as a director of CompUSA and the Detroit
Branch of the Federal Reserve Board of Chicago. Ms. Ilitch was Senior Executive
Vice President of Little Caesar Enterprises from 1987 to 1993.

A. Starke Taylor, Jr. has been a director of the Company since June 1985.
From 1978 until 1987, Mr. Taylor was Chairman of the Board of Directors of
Graylor Investments, a private investment firm. Mr. Taylor served as Mayor of
the City of Dallas from 1983 to 1987. Mr. Taylor currently serves as President
of Taylor Investments, a private investment firm.

Joel T. Williams, Jr. has been a director of the Company since January
1986. From 1985 to 1989, Mr. Williams was an advisory director of Bright Banc
Savings Association. From 1969 to 1985, Mr. Williams was Chairman of the Board
and Chief Executive Officer of Texas Federal Savings and Loan Association.

Richard W. Heath and Jinger L. Heath are husband and wife. Robert S. Heath
is the son of Richard W. Heath. There are no other family relationships between
other directors or executive officers of the Company.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

GENERAL

The Board of Directors has established a Compensation Committee, an Audit
Committee, and a Nominating Committee. The Company's Bylaws provide that the
Compensation Committee and the Audit Committee are required to be comprised of
directors who are not employees of the Company.

The Compensation Committee, composed of Messrs. Folsom, Taylor and Ms.
Ilitch, met three times during the fiscal year ended November 30, 1998 and took
action by unanimous consent one time. This committee reviews and approves
salaries and bonuses of executive officers and administers the Company's
Incentive Stock Option Plan, Non-Qualified Stock Option Plan, and Special Stock
Option Plan.

The Audit Committee, composed of Messrs. Williams, Haggar and Diker, met
two times during the fiscal year ended November 30, 1998. This committee
recommends to the Board of Directors the appointment of independent auditors,
reviews the plan and scope of audits, reviews the Company's significant
accounting policies and internal controls, and has general responsibility for
related matters.

The Nominating Committee, currently composed of Messrs. Folsom and Taylor,
met one time during fiscal 1998. This committee nominates persons for election
to the Board of Directors. The Board of Directors will consider nominees
submitted by holders of Common Stock if submitted to the Company on or before
November 3, 1999. See "Stockholder Proposals."

The Board of Directors held six meetings during the fiscal year ended
November 30, 1998. All of the directors attended more than 75% of the meetings
of the Board of Directors, with the exception of Ms. Ilitch and Mr. Williams.
All of the members attended at least 75% of the meetings of the committees on
which they served.

COMPENSATION OF DIRECTORS

Members of the Board of Directors who are not officers or employees of the
Company receive an annual fee of $12,000 together with $1,500 for each
directors' meeting they attend and $750 for each committee meeting they attend.
Directors are reimbursed for expenses relating to attendance at meetings.
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SPECIAL STOCK OPTION PLAN

The Company's Special Stock Option Plan provides for the granting of
options to purchase a maximum of 59,000 shares of Common Stock to non-employee
directors of the Company. Under the terms of the Special Stock Option Plan, a
non-employee director receives an automatic grant of options for 2,500 shares of
Common Stock when such person first becomes a director of the Company.
Additional options to purchase 1,000 shares of Common Stock are automatically
granted to non-employee directors annually if the Company's net income is equal
to or greater than 105% of net income for the previous year. All grants of
options under the Special Stock Option Plan are made automatically and without
any discretion on the part of the Compensation Committee with respect to the
grantee, the number of options granted and the exercise price of the options.
The Special Stock Option Plan requires that the exercise price for each option
be equal to 100% of the fair market value of the Common Stock on the date of the
grant. Each option will expire ten years from the date of grant and no option is
exercisable until one year from the date of grant. Notwithstanding any other
restriction in the Special Stock Option Plan, options will become immediately
exercisable upon a reorganization, merger or consolidation of the Company or a
change in control of the Company.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued by
the Company for services rendered during the fiscal years ended November 30,
1998, 1997 and 1996 to the Company's Chief Executive Officer and the four other
most highly compensated executive officers whose total cash compensation for the
year ended November 30, 1998 exceeded $100,000.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ----------------------
------------------------------------------------ LONG-TERM
NAME AND OTHER ANNUAL OPTION INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS(#) PAYOUTS($) COMPENSATION($)
------------------ ---- --------- -------- ------------------ --------- ---------- ---------------

Richard W. Heath 1998 575,000 0 53,689 200,000(3) N/A 0
President and Chief 1997 497,068 10,340 0 0 N/A
Executive Officer 1996 365,000 272,128 0 0 N/A
Jinger L. Heath 1998 575,000 0 106,275(2) 200,000(3) N/A 0
Chairman of the Board 1997 497,068 10,340 0 0 N/A
1996 365,000 272,128 0 0 N/A
J. Robert Ward-Burns 1998 347,500 0 0 150,000(3) N/A 6,500(4)
Executive Vice President 1997 327,500 7,033 0 0 N/A
and Chief Operating Officer 1996 300,000 176,003 0 25,000(7) N/A
Clifton R. Sanders 1998 235,000 0 0 38,400(5) N/A 4,000(6)
Senior Vice President 1997 220,000 10,000 0 0 N/A
Research and Development 1996 165,000 10,000 0 25,400(7) N/A
M. Douglas Tucker 1998 212,270 0 0 55,000(3) N/A 4,000(6)
Senior Vice President 1997 183,583 10,000 0 0 N/A
Finance and Chief 1996 182,513 11,500 0 11,000(8) N/A
Operating Officer

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(1) Exceeding the lesser of $50,000 or 10% of salary and bonus.

(2) Includes $50,000 for wardrobe for numerous video productions, stage and
television appearances.

(3) Options granted in previous years, exchanged for repriced options in October
1998.

(4) Premium for term life insurance and Company match for 401(k) plan.

(5) Included 28,400 options granted in October 1998.

(6) Company match for 401(k) plan.

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(7) Options granted in previous years, exchanged for repriced options in January
1996.

(8) Includes 15,000 options granted in 1995, exchanged for repriced options in
January 1996.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning the grant of stock
options during fiscal 1998 to the individuals named in the Summary Compensation
Table.

POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION FOR
GRANTED TO A PERIOD OF TEN
EMPLOYEES YEARS($)(3)
OPTIONS IN FISCAL EXERCISE EXPIRATION ------------------
NAME GRANTED(#) YEAR PRICE($/SH) DATE 5% 10%
---- ---------- ---------- ----------- ---------- ------- --------

Richard W. Heath........................... 25,000(1) 2.7% $5.75 2/26/02 90,404 229,100
75,000(1) 8.1% 5.75 6/30/03 271,213 687,300
50,000(1) 5.4% 5.75 2/23/04 180,809 458,200
50,000(1) 5.4% 5.75 4/8/08 180,809 458,200
Jinger L. Heath............................ 25,000(1) 2.7% 5.75 2/26/02 90,404 229,100
75,000(1) 8.1% 5.75 6/30/03 271,213 687,300
50,000(1) 5.4% 5.75 2/23/04 180,809 458,200
50,000(1) 5.4% 5.75 4/8/08 180,809 458,200
J. Robert Ward-Burns....................... 100,000(1) 10.7% 5.75 6/30/03 361,618 916,401
25,000(1) 2.7% 5.75 12/27/04 90,404 229,100
25,000(1) 2.7% 5.75 2/23/08 90,404 229,100
Clifton R. Sanders......................... 3,750(1) 0.4% 5.75 11/7/99 13,561 34,365
7,500(1) 0.8% 5.75 6/13/01 27,121 68,730
4,150(1) 0.4% 5.75 1/2/02 15,007 38,031
1,000(1) 0.1% 5.75 1/8/03 3,616 9,164
2,000(1) 0.2% 5.75 6/30/03 7,232 18,328
10,000(1) 1.1% 5.75 12/27/04 36,162 91,640
10,000(2) 1.1% 5.75 10/20/08 36,162 91,640
M. Douglas Tucker.......................... 15,000(1) 1.6% 5.75 7/7/05 54,243 137,460
20,000(1) 2.1% 5.75 8/13/06 72,324 183,280
20,000(1) 2.1% 5.75 2/23/08 72,324 183,280

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(1) Options were repriced on October 20, 1998.

(2) Options were granted in 1998 and are exercisable at twenty percent per year
beginning one year from date of grant.

(3) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall market conditions. There can be
no assurance that the amounts reflected in this table will be achieved.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR
END

The following table provides information, with respect to the named
executive officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of November 30, 1998.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Richard W. Heath................. N/A N/A 200,000 0 75,000 0
Jinger L. Heath.................. N/A N/A 200,000 0 75,000 0
J. Robert Ward-Burns............. N/A N/A 120,000 30,000 45,000 11,250
Clifton R. Sanders............... N/A N/A 26,400 12,000 9,900 4,500
M. Douglas Tucker................ N/A N/A 17,000 38,000 6,375 14,250

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(1) Based on the closing price of $6.125 for the Common Stock on November 30,
1998, the Company's fiscal year end.

REPRICING OF STOCK OPTIONS

As discussed in the "Report of the Compensation Committee On Annual
Compensation," on October 20, 1998 the Company exchanged certain employee stock
options with an exercise price higher than the market price at such time for new
options with an exercise price equal to the then current fair market value. This
exchange required that an employee surrender options having an exercise price
greater than $5.75 for the same number of options at the current market price.
The options retained the same vesting status and expiration dates as the options
surrendered. Certain named executive officers participated in the exchange. The
following table sets forth information regarding the repricing of options held
by the named executive officers and any other executive officers during the last
ten completed fiscal years.

TEN-YEAR OPTION REPRICINGS

LENGTH OF
ORIGINAL
NUMBER OF OPTION TERM
SECURITIES MARKET PRICE REMAINING
UNDERLYING OF STOCK AT EXERCISE PRICE NEW AT DATE OF
OPTIONS TIME OF AT TIME OF EXERCISE REPRICING
NAME AND TITLE DATE REPRICED REPRICING REPRICING PRICE (IN YEARS)
-------------- -------- ---------- ------------ -------------- -------- -----------

CURRENT OFFICERS
Richard W. Heath 10/20/98 25,000 $5.75 $17.50 $5.75 1.3
President and Chief Executive
Officer 10/20/98 75,000 5.75 7.75 5.75 4.7
10/20/98 50,000 5.75 17.50 5.75 5.3
10/20/98 50,000 5.75 8.75 5.75 9.5
Jinger L. Heath 10/20/98 25,000 $5.75 $17.50 $5.75 1.3
Chairman of the Board of Directors 10/20/98 75,000 5.75 7.75 5.75 4.7
10/20/98 50,000 5.75 17.50 5.75 5.3
10/20/98 50,000 5.75 8.75 5.75 9.5
J. Robert Ward-Burns 10/20/98 100,000 $5.75 $ 7.75 $5.75 4.7
Executive Vice President and 10/20/98 25,000 5.75 9.25 5.75 6.2
10/20/98 25,000 5.75 8.13 5.75 9.3
01/08/96 7,000 9.25 14.00 9.25 9.0
01/08/96 18,000 9.25 14.00 9.25 9.0
Robert L. Esson 10/20/98 5,000 $5.75 $ 9.25 $5.75 5.5
Senior Vice President -- 10/20/98 3,000 5.75 9.25 5.75 6.2
Manufacturing and Distribution 10/20/98 10,000 5.75 8.33 5.75 9.3
01/08/96 5,000 9.25 12.88 9.25 8.2
01/08/96 3,000 9.25 14.00 9.25 9.0
Robert S. Heath 10/20/98 10,025 $5.75 $ 6.67 $5.75 0.4
Senior Vice President -- 10/20/98 5,000 5.75 9.25 5.75 3.7
Sales 10/20/98 3,500 5.75 8.40 5.75 4.3
10/28/98 2,500 5.75 7.75 5.75 4.7
10/20/98 1,500 5.75 9.25 5.75 5.3
10/20/98 10,000 5.75 9.25 5.75 6.2
10/20/98 10,000 5.75 8.13 5.75 9.3
01/08/96 5,000 9.25 12.00 9.25 6.5
01/08/98 1,500 9.25 13.75 9.25 8.2
01/08/96 10,000 9.25 14.00 9.25 9.0

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Jo-Anne C. Jaeger, 10/20/98 22,500 $5.75 $ 9.25 $5.75 1.3
Senior Vice President -- 10/20/98 15,000 5.75 9.25 5.75 1.7
Merchandising and 10/20/98 4,150 5.75 9.25 5.75 3.3
International Development 10/20/98 7,500 5.75 8.50 5.75 4.3
10/20/98 6,000 5.75 7.75 5.75 4.7
10/20/98 5,000 5.75 9.25 5.75 6.2
01/08/96 22,500 9.25 10.50 9.25 5.2
01/08/96 15,000 9.25 14.67 9.25 5.5
01/08/96 4,150 9.25 13.75 9.25 6.0
01/08/96 5,000 9.25 14.00 9.25 9.0
Clifton R. Sanders 10/20/98 3,750 $5.75 $ 9.25 $5.75 1.1
Senior Vice President -- 10/20/98 7,500 5.75 9.25 5.75 1.7
Research & Development 10/20/98 4,150 5.75 9.25 5.75 3.3
10/20/98 1,000 5.75 8.50 5.75 4.3
10/20/98 2,000 5.75 7.75 5.75 4.7
10/20/98 10,000 5.75 9.25 5.75 6.2
01/08/96 3,750 9.25 11.17 9.25 3.8
01/08/96 7,500 9.25 14.67 9.25 5.5
01/08/96 4,150 9.25 13.75 9.25 6.0
01/08/96 10,000 9.25 14.00 9.25 9.0
Amelia G. Spolec 10/20/98 1,500 $5.75 $ 8.50 $5.75 4.3
Senior Vice President -- 10/20/98 2,000 5.75 7.75 5.75 4.7
Information Services 10/20/98 3,000 9.25 9.25 5.75 5.3
10/20/98 2,500 9.25 9.25 5.75 6.2
10/20/98 5,000 5.75 8.00 5.75 7.8
10/20/98 10,000 5.75 8.13 5.75 9.3
01/08/96 3,000 9.25 17.50 9.25 8.2
01/08/96 2,500 9.25 14.00 9.25 9.0
M. Douglas Tucker, 10/20/98 15,000 $5.75 $ 9.25 $5.75 6.7
Senior Vice President -- Finance, 10/20/98 20,000 5.75 8.00 5.75 7.8
Secretary, Treasurer and 10/20/98 20,000 5.75 8.13 5.75 9.3
Chief Financial Officer 01/08/96 15,000 9.25 11.00 9.25 9.5
FORMER OFFICER
Vicki S. Miller, Former 01/08/96* 4,150 $5.75 $ 9.25 $5.75 0.7
Senior Vice President -- Finance,
Secretary, Treasurer and Chief
Financial Officer

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* All of these options have been exercised or cancelled.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During fiscal 1998 the Compensation Committee consisted of Messrs. Folsom,
Taylor and Ms. Ilitch. None of the members of the Compensation Committee has
ever been an officer or employee of the Company. Mr. Heath is on the
Compensation Committee of Haggar Clothing Co. and Mr. Haggar is a director of
the Company.

REPORT OF THE COMPENSATION COMMITTEE ON ANNUAL COMPENSATION

Option Repricing. In October 1998, the Board determined that the current
market price of the Company's Common Stock was restricting the motivational
value of certain options held by its employees. In response, the Board approved
an exchange program under which employees could exchange their higher priced
options for an equal number of lower-priced options. The Board decided that the
fair market value at the close of the business day would be used for repricing.
On October 20, 1998, employees exchanged options priced above $5.75 per share
for an equal number of options priced at $5.75 per share. Executive officers

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participating in this program are shown in the table entitled "Ten-Year Option
Repricings." The previous option repricing for employees was in January, 1996.

This report is submitted by the members of the Compensation Committee:

Robert S. Folsom

Denise Ilitch

A. Starke Taylor, Jr.

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for overseeing all stock option plans, setting the compensation for
the Chief Executive Officer ("CEO") and the Chairman of the Board ("Chairman"),
and providing guidelines to the CEO for determining the annual compensation of
other officers.

Executive Officer Compensation Other than CEO and Chairman

The Committee believes that total compensation for the Company's officers
must be in amounts sufficient to attract, retain and motivate key employees,
while at the same time maintaining reasonable linkage between executive
compensation and Company performance.

The Committee sets guidelines for officer pay based upon industry levels.
As in prior years, 1998 base salaries were set at mid-range pay levels when
compared to similar companies in the industry, with potential additional
compensation to be made through cash bonuses. Cash bonuses for all officers
other than the Chief Operating Officer, CEO and Chairman were based on a
combination of individual performance and Company performance. Fifty percent of
the bonus amount was tied to individual performance against stated objectives
and the remaining fifty percent was dependent upon the Company reaching stated
pre-tax profit objectives. For 1998, no bonus amounts were paid. The annual
bonus amount for the Chief Operating Officer is set at 2% of the Company's
pre-tax profits and therefore fluctuates directly with the Company's annual
earnings. No bonus amounts were paid in 1998.

Stock options are granted to executive officers by the Committee at the
time the officers are hired and thereafter based on individual contributions.
Stock options are granted at the fair market value of the Common Stock on the
date of grant, with an exercise period ranging from five to seven years.

CEO and Chairman Compensation

The compensation for both the CEO and the Chairman is determined by the
Committee based upon a combination of base pay and cash bonus, with the total
cash compensation being strongly affected by Company performance. The base pay
for both the CEO and Chairman was $575,000 as noted in the Summary Compensation
Table. Annual cash bonus payments for the CEO and the Chairman are each set at
3% of the Company's pre-tax profits for the fiscal year. As a result, bonus
payments to the CEO and the Chairman fluctuate based upon the Company's pre-tax
profits. The Committee may grant additional discretionary cash bonuses to the
CEO and the Chairman based upon the Company's pre-tax profits or based on the
Committee's evaluation of individual performance. No additional discretionary
bonuses were granted to the CEO and the Chairman for fiscal 1998.

The Committee grants stock options to the CEO and the Chairman based upon a
subjective evaluation of many factors including performance, leadership,
motivational effect, and extraordinary contributions to the Company.

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This report is submitted by the members of the Compensation Committee:

Robert S. Folsom

Denise Ilitch

A. Starke Taylor, Jr.

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative
total stockholder return for the Company's Common Stock from December 1, 1993
through November 30, 1998 with the cumulative total return for the NASDAQ Market
Index and the Peer Group(1). The comparison assumes $100 was invested in the
Company's Common Stock on December 1, 1993 and in each of the foregoing indices
and assumes reinvestment of dividends.

COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET

MEASUREMENT PERIOD BEAUTICONTROL PEER GROUP NASDAQ
(FISCAL YEAR COVERED) COSMETICS INDEX MARKET INDEX

1993 100 100 100
1994 128.47 127.39 107.70
1995 83.50 148.02 136.55
1996 130.20 242.78 169.42
1997 78.82 251.95 210.44
1998 63.06 340.93 260.13

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(1) The Peer Group includes Avon Products, Inc., Nature's Sunshine Products
Inc., and Herbalife International, Inc. Aloette Cosmetics, Inc. was excluded
from the Peer Group in 1998 because the Company was privately acquired
during the year. Stanhome was excluded from the Peer Group because the
company no longer has a direct selling division.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Such persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based on its review of the
copies of such reports and written representations that no other reports were
required, during the fiscal year ended November 30, 1998, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with. The Company is not aware of any failure to
file a required report.

AUDITORS

Representatives of Ernst & Young LLP, the Company's independent auditors
for 1998, are expected to be present at the meeting with the opportunity to make
a statement if they desire to do so and to be available to respond to
appropriate questions.

PROPOSAL TO CHANGE THE COMPANY'S NAME
(PROPOSAL NO. 2)

Since its incorporation in 1986, the full legal name of the company has
been "BeautiControl Cosmetics, Inc." In light of the broad offering of products
that the Company now distributes, and the broader scope of support operations
for these products, the Company's management has recommended a change in the
Company's name to "BeautiControl, Inc.," a name which more properly reflects the
Company's current focus.

Under applicable corporation law, in order to change the Company's name,
the Company's Certificate of Incorporation must be amended, and the Company's
stockholders must approve the amendment. Therefore, the Company's Board of
Directors is proposing that the Company's stockholders approve an amendment to
the Company's Certificate of Incorporation which changes the name of the Company
from "BeautiControl Cosmetics, Inc." to "BeautiControl, Inc."

BOARD OF DIRECTORS'
RECOMMENDATIONS; VOTE REQUIRED

The Board of Directors unanimously recommends a vote FOR the election as
director of each of the nominees named in the proxy and FOR the approval of the
amendment to the Company's Certificate of Incorporation to change the Company's
name.

Nominees for director receiving a plurality of the votes cast will be
elected as directors. The affirmative vote of holders of a majority of all
Common Stock entitled to vote at the meeting is required to approve the
amendment to the Company's Certificate of Incorporation to change the Company's
name.

Pursuant to the Company's Certificate of Incorporation, holders of Common
Stock will be entitled to one vote for each share held. With regard to the
election of directors, votes may be cast in favor or withheld; votes that are
withheld will be excluded entirely from the vote and will have no effect. A
broker is entitled to vote on the election of directors if such broker holds
shares in street name for a customer who does not deliver voting instructions.
Under applicable Delaware law, a broker non-vote resulting from the failure to
deliver voting instructions to a broker will have no effect on the outcome of
the election of directors. Since the proposal to amend the Company's Certificate
of Incorporation requires the affirmative vote of holders of a majority of all
shares of Common Stock entitled to vote at the meeting, an abstention will
effectively be a vote against such proposal.

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STOCKHOLDER PROPOSALS

In order for stockholder proposals to receive consideration for inclusion
in the Company's Proxy Statement for next year, such proposals must be received
at the Company's offices at 2121 Midway, Carrollton, Texas 75006, Attention:
Secretary, by November 3, 1999.

The Company's By-Laws contain a provision which requires that a stockholder
may nominate a person for election as a director only if written notice of such
stockholder's intent to make such nomination has been given to the Secretary of
the Company not later than 60 days prior to an annual meeting. This provision
also requires that the notice set forth, among other things, a description of
all arrangements or understandings between the nominating stockholder and the
nominee pursuant to which the nomination is to be made or the nominee is to be
elected, and such notice must also contain such other information regarding the
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the nominee
been nominated by the Board of Directors of the Company. This provision is
intended to give the Company the opportunity to obtain all relevant information
regarding persons nominated for director. The Board of Directors may disqualify
any nominee who fails to provide the Company with complete and accurate
information as required by this provision. No stockholder has nominated a
candidate for election to the Board of Directors at the 1999 Annual Meeting.

SOLICITATION OF PROXIES

The Company will pay the expenses of this proxy solicitation. In addition
to solicitation by mail, some of the officers and regular employees of the
Company may solicit proxies personally or by telephone, if deemed necessary. The
Company will request brokers and other fiduciaries to forward proxy soliciting
material to the beneficial owners of shares which are held of record by the
brokers and fiduciaries, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.

OTHER BUSINESS

The Board of Directors is not aware of any matter, other than the matters
described above, to be presented for action at the meeting. However, if any
other proper items of business should come before the meeting, it is the
intention of the person or persons acting under the enclosed form of proxy to
vote in accordance with their best judgment on such matters.

By Order of the Board of Directors,

/s/ M. DOUGLAS TUCKER
M. DOUGLAS TUCKER
Senior Vice President -- Finance
and Secretary

Carrollton, Texas
March 5, 1999

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BEAUTICONTROL COSMETICS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

P R O X Y

The undersigned hereby appoint(s) Richard W. Heath and M. Douglas Tucker,
or either of them, with full power of substitution, proxies of the undersigned,
with all the powers that the undersigned would possess if personally present to
cast all votes that the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of BeautiControl Cosmetics, Inc. (the "Company") to be
held on Tuesday, April 6, 1999, at the Company's executive offices, 2121 Midway
Road, Carrollton, Texas, at 10:00 A.M., Dallas, Texas time, and any and all
adjournments or postponements thereof (the "Annual Meeting"), including (without
limiting the generality of the foregoing) to vote and act as follows:

1) Election of Directors, Nominees:

Richard W. Heath, Charles M. Diker and Joel T. Williams, Jr.

2) Proposal to amend the Company's Certificate of Incorporation to change the
Company's name to BeautiControl, Inc.

Please complete, date, sign and mail this Proxy promptly in the enclosed
envelope. No postage is required for mailing in the United States.

-----------
SEE REVERSE
SIDE
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18

BEAUTICONTROL COSMETICS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X}

1. Election of Directors, Nominees:

Richard W. Heath, Charles M. Diker, and Joel T. Williams, Jr.

FOR WITHHELD FOR ALL
ALL ALL EXCEPT
------------------------------
[ ] [ ] [ ] Nominee Exception

2. Proposal to amend the Company's Certificate of Incorporation to change the
Company's name to BeautiControl, Inc.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting. This Proxy will be voted at the
Annual Meeting or any adjournment or postponement thereof as specified. If no
specifications are made, this Proxy will be voted FOR the election as directors
of the three nominees named to the term described in the accompanying Proxy
Statement, and FOR the proposal to change the Company's name to BeautiControl,
Inc. This Proxy hereby revokes all prior proxies given with respect to the
shares of the undersigned.

SIGNATURE(S) DATE
--------------------------- -----

IMPORTANT: Please date this Proxy and sign exactly as your name appears to the
left. If shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give title as
such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.