
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION,

                             WASHINGTON, D.C. 20549
                              --------------------

                                   SCHEDULE TO

                                 (RULE 14D-100)

           TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       AND

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 3)


                                  CARSON, INC.
                       (Name of Subject Company (Issuer))

                                  COSMAIR, INC.
                            CRAYON ACQUISITION CORP.
                       (Names of Filing Persons Offerors)

                 CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                    145845103
                      (CUSIP Number of Class of Securities)

                             JOHN D. SULLIVAN, ESQ.
                                 GENERAL COUNSEL
                                  COSMAIR, INC.
                   575 FIFTH AVENUE, NEW YORK, NEW YORK 10017
                            TELEPHONE: (212) 818-1500


                 (Name, Address and Telephone Numbers of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                    Copy to:

                              ELLEN J. ODONER, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                          NEW YORK, NEW YORK 10153-0119
                            TELEPHONE: (212) 310-8000

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer:

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

     [X] third-party tender offer subject to Rule 14d-1.

     [ ] issuer tender offer subject to Rule 13e-4.

     [ ] going-private transaction subject to Rule 13e-3.

     [ ] amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [ ]

                         (Continued on following pages)
                              (Page 1 of 20 pages)


NY2:\896617\01\39200.0029
<PAGE>


         This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on March 8, 2000 (as amended and supplemented, the "Schedule TO")
by Crayon Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of Cosmair, Inc., a Delaware corporation ("Parent"),
with respect to the offer by Purchaser to purchase all of the outstanding shares
of Class A common stock, par value $0.01 per share (the "Shares"), of Carson,
Inc., a Delaware corporation (the "Company"), at a price of $5.20 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 8, 2000, filed as
Exhibit (a)(1)(A) to this Statement (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer").

ITEM 4 TERMS OF THE TRANSACTION

On April 5, 2000, Parent issued a press release announcing that it has extended
the period during which the Offer will remain open to 5:00 P.M., New York City
time, Friday, April 28, 2000. The full text of the press release is set forth in
Exhibit (a)(1)(H) and is incorporated herein by reference.

ITEM 12 EXHIBITS

(a)(1)(A) Offer to Purchase, dated March 8, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
          Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies
          and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9.*
(a)(1)(G) Summary Advertisement, dated March 8, 2000, appearing in the Wall
          Street Journal.*
(a)(1)(H) Press release issued by Parent, dated April 5, 2000.
(b)       Not applicable.
(d)(1)    Agreement and Plan of Merger, dated as of February 25, 2000, by and
          among Parent, Purchaser and the Company.*
(d)(2)    Stockholders Agreement, dated as of February 25, 2000, by and among
          Parent, Purchaser, the Company and the holders of Shares and shares of
          Class C Stock, par value $.01 per share, of the Company ("Class C
          Shares") parties thereto.*
(d)(3)    Confidentiality Agreement, dated July 24, 1997, as extended, by and
          between Parent and the Company.*
(d)(4)    Exclusivity Agreement, dated as of February 3, 2000, by and between
          the Company and Parent and agreed to by DNL Partners Limited
          Partnership.*
(d)(5)    Employment Agreement, dated as of February 25, 2000, by and between
          Parent and Malcolm R. Yesner.
(d)(6)    Reimbursement Agreement, dated as of February 25, 2000, among the
          Company and certain directors of the Company.*
(d)(7)    Letter Agreement, dated as of February 25, 2000, among DNL Partners
          Limited Partnership and Parent.*
(d)(8)    Form of Indemnity Release between certain officers and directors of
          the Company and Parent.*
(g)       Not applicable.
(h)       Not applicable.


-------------------
* Previously Filed.


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<PAGE>


SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of April 5, 2000 that the information set forth in this
statement is true, complete and correct.



                                   COSMAIR, INC.


                                   By: /s/ Roger Dolden
                                      ----------------------------------------
                                   Name:   Roger Dolden
                                   Title:  Executive Vice President, Chief
                                           Administrative Officer and Secretary


                                   CRAYON ACQUISITION CORP.


                                   By: /s/ Roger Dolden
                                      ----------------------------------------
                                   Name:   Roger Dolden
                                   Title:  Vice President and Secretary



                                       3
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

(a)(1)(A) Offer to Purchase, dated March 8, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
          Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies
          and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9.*
(a)(1)(G) Summary Advertisement, dated March 8, 2000, appearing in the Wall
          Street Journal.*
(a)(1)(H) Press release issued by Parent, dated April 5, 2000.
(d)(1)    Agreement and Plan of Merger, dated as of February 25, 2000, by and
          among Parent, Purchaser and the Company.*
(d)(2)    Stockholders Agreement, dated as of February 25, 2000, by and among
          Parent, Purchaser, the Company and the holders of Shares and shares of
          Class C Stock, par value $.01 per share, of the Company ("Class C
          Shares") parties thereto.*
(d)(3)    Confidentiality Agreement, dated July 24, 1997, as extended, by and
          between Parent and the Company.*
(d)(4)    Exclusivity Agreement, dated as of February 3, 2000, by and between
          the Company and Parent and agreed to by DNL Partners Limited
          Partnership.*
(d)(5)    Employment Agreement, dated as of February 25, 2000, by and between
          Parent and Malcolm R. Yesner.
(d)(6)    Reimbursement Agreement, dated as of February 25, 2000, among the
          Company and certain directors of the Company.*
(d)(7)    Letter Agreement, dated as of February 25, 2000, among DNL Partners
          Limited Partnership and Parent.*
(d)(8)    Form of Indemnity Release between certain officers and directors of
          the Company and Parent.*


-------------------
* Previously Filed.


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