<SUBMISSION>
<ACCESSION-NUMBER>0000909518-00-000469
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20000801
<GROUP-MEMBERS>COSMAIR INC
<GROUP-MEMBERS>CRAYON ACQUISTION CORP.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CARSON INC
<CIK>0001019808
<ASSIGNED-SIC>2844
<IRS-NUMBER>061428605
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-47383
<FILM-NUMBER>683474
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>64 ROSS ROAD SAVANNAH INDUSTRIAL PARK
<STREET2>PO BOX 22309
<CITY>SAVANNAH
<STATE>GA
<ZIP>31405
<PHONE>9126513400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>64 ROSS ROAD SAVANAHH INDUSTRIAL PARK
<STREET2>PO BOX 22309
<CITY>SAVANNAH
<STATE>GA
<ZIP>31405
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>COSMAIR INC
<CIK>0001108003
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>575 FIFTH AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
<PHONE>2129844181
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>575 FIFTH AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

================================================================================
                       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. 10)


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


                   L'OREAL USA, INC. (formerly 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
                                L'OREAL USA, 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: [X]

                         (Continued on following pages)
                               (Page 1 of 5 pages)



NY2:\921593\01\JR3T01!.DOC\39200.0029
<PAGE>
                     This Amendment No. 10 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 L'Oreal USA, Inc. (formerly known as 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 August 1, 2000, Parent issued a press release announcing that it has
completed its cash tender offer for all outstanding Class A Common Stock of
Carson, Inc. at $5.20 net per share. The full text of the press release is set
forth in Exhibit (a)(1)(O) 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.*

(a)(1)(I)         Press release issued by Parent, dated May 1, 2000.*

(a)(1)(J)         Press release issued by Parent, dated May 22, 2000.*

(a)(1)(K)         Press release issued by Parent, dated June 20, 2000.*

(a)(1)(L)         Press release issued by Parent, dated June 29, 2000.*

(a)(1)(M)         Press release issued by Parent, dated July 17, 2000.*

(a)(1)(N)         Press release issued by Parent, dated July 26, 2000.*

(a)(1)(O)         Press release issued by Parent, dated August 1, 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.*


                                       2
<PAGE>
(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.
















                                       3
<PAGE>
SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of August 1, 2000 that the information set forth in this
statement is true, complete and correct.


                               L'OREAL USA, INC.
                               (formerly 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












                                       4
<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.*

(a)(1)(I)         Press release issued by Parent, dated May 1, 2000.*

(a)(1)(J)         Press release issued by Parent, dated May 22, 2000.*

(a)(1)(K)         Press release issued by Parent, dated June 20, 2000.*

(a)(1)(L)         Press release issued by Parent, dated June 29, 2000.*

(a)(1)(M)         Press release issued by Parent, dated July 17, 2000.*

(a)(1)(N)         Press release issued by Parent, dated July 26, 2000.*

(a)(1)(O)         Press release issued by Parent, dated August 1, 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 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.

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                              Exhibit (a)(1)(O)
                                                              -----------------

FOR IMMEDIATE RELEASE                       CONTACT:  Ellen Beth Van Buskirk
                                                      L'OREAL USA, INC.
                                                      (212) 984-4528
                                                      www.lorealusa.com


                    L'OREAL USA COMPLETES CARSON TENDER OFFER

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


NEW YORK (August 1, 2000) - Guy Peyrelongue, president and CEO of L'Oreal USA,

Inc., announced today that L'Oreal USA, formerly known as Cosmair, Inc., has

completed its cash tender offer for all outstanding Class A Common Stock of

Carson, Inc. at $5.20 net per share.


"L'Oreal USA's main interest here in the United States was to acquire Carson's

Dark & Lovely franchise, the men's shaving line Magic Shave and the Dermablend

business," said Peyrelongue. "Additionally, on an international basis, the

Carson business in South Africa provides a platform for the L'Oreal Group to

expand its ethnic business throughout Africa."


L'Oreal USA completed its tender offer after reaching an agreement with the

Department of Justice. The agreement calls for L'Oreal USA to divest, after

completion of the tender offer, Carson's Gentle Treatment and Ultra Sheen

Supreme relaxer brands (together with the related maintenance products) and the

Johnson Products name.


L'Oreal USA accepted for payment 14,559,481 shares of Carson Class A common

stock validly tendered prior to the expiration of the tender offer, including

331,030 shares tendered by means of guaranteed delivery. Through the tender

offer, L'Oreal USA acquired approximately 95.7 percent of Carson's outstanding

common stock.


L'Oreal USA intends to complete the second-step merger at $5.20 net per share as

soon as possible, at which time Carson will become a wholly owned subsidiary of

L'Oreal USA.

                                      # # #

</TEXT>
</DOCUMENT>
</SUBMISSION>
